Ben 10: A Feminine Change
by yugiohfan163
Summary: Co-written with GreyKing46. Instead of regular aliens Ben ends up becoming female when he goes alien, and this will lead to so many crazy encounters that will ultimately make him curious on the joys of sex. Mainly smut with a subtle plot. Contains yaoi and crossdressing so if you don't like this, don't go flaming me.
1. Chapter 1

Ben 10: a feminine change

chapter 1

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A ten year old boy was staring outside the window the RV he was in while resting his head on his hand while letting out a sigh. The boy had short brown hair, green eyes and was dressed in a white shirt with black around the neck and arms with a large black stripe down his front, dark green kayak shorts and white and black trainers. The most interesting part? The black watch on his left arm with grey plating, white piping and a green faceplate.

This was Ben Tennyson. And he was feeling like just crawling under a rock from sheer embarrassment.

The reason?

His watch.

It was amazing because it allowed him to turn into a ten different aliens for a short period of time.

The problem?

Every single time he became one he became a girl.

A, like, very hot teenage girl version.

And it was VERY weird for him. I mean, he was ten and the feeling of not only becoming a girl, but an older girl made him feel weird, and embarrassed because his dweeb of a cousin always took a chance to tease him about it. Like at least once a day and any time he needed to go alien or he turned back from one of his forms.

And ever since the discovery he's kept from using his aliens for minor stuff and only used it to help people. So far he had faced biker gangs, a scientist who mutated animals and some other weird stuff.

Currently though he was the target of some freak called Vilgax. Ben just wanted to go alien and kick this guy's butt, but his Grandpa wouldn't let him. And while he was positive he could take him, part of him didn't want to go alien cause then that meant he'd be going through that weird change again."

He sighed changing the channel on the TV... And arrived on a news channel, showing a nearby city was being attacked!

"Uh, grandpa?" Ben called, standing up. Looking around be noted his grandpa wasn't there, he was in the shop they had parked next to so they could stock up on supplies... And Ben smiled.

"Alright looks like I take on squidhead, even though this is gonna be really awkward." He said as he ran out of the RV. He pressed a small button on his watch, the green faceplate moving up. The hourglass symbol changed, shifting into a silhouette of what looked like a dog creature. Ben was smiling like the Joker as he twisted the faceplate, changing the picture several times.

"Alright, he's all about muscle, well it's time for a little bit of Four Arms!" He called, raising his arm up high and slamming it down..

Ben gasped and shuddered as he was surrounded by a green light. His body painlessly began to change. Muscles grew, bones became denser, he became taller, his hips thinned, mounds grew on his chest, he grew a second pair of eyes, his eyes split in two, his skin became harder, his hair grew and be felt 'Ben Jr' shrink and change before it was gone completely .

"Oh yea!" He called as the light disappeared, revealing her form.

She wore a white T-shirt with a black line going down it with the shirt straining against her D sized chest, black pants that hugged her legs, and fingerless gloves. She wore the Omnitrix symbol on her upper left shoulder with her eyes becoming yellow with her hair staying brown and growing out while seeming a little scraggly. Ben was now about six and a half foot tall with four arms and red skin that looked slightly scaly. Her hands had three fingers, her feet 'y' shaped and her hair in a loose ponytail that reached halfway down her back. And, for some reason, it looked like she was always wearing black lipstick.

"Alright!" She grinned, bending her strong legs and jumping as high as she could... And she went flying. 'Get ready for a butt kicking!' She thought, flying through the sky from her powerful jump..

She came crashing down in a destroyed city, looking around for the squid faced loser.

"Alright, just follow where the trail of destruction is and I'll find him." She told herself, jogging around lightly... And running into her target literally.

Vilgax was chucking some rubble at some evacuated buildings without noticing her.

Four Arms' eyes widened as she skidded to a stop, colliding with him and bouncing back and falling on her butt.

He turned around and narrowed his eyes with a growl. "There you are. And with MY Omnitrix."

"YOU'RE Omnitrix?!" Four Arms snarled, standing up. "News flash squid head, I found it, it went on my wrist, so that makes it mine!"

As she yelled at that she tried to punch him, only for Vilgax to easily catch her hand .

"You were a child in the wrong place at the wrong time." He frowned before punching her hard in the gut.

"Gah!" she felt the air get knocked out of her before he swung her up and slammed her into the ground.

"You are a child that does not know better." Vilgax glared... Before he began to take in her form. 'Hmm, I thought the child was a male, but this Tetramand form is clearly female.' He thought. 'And a highly attractive one at that...' he smirked, lifting her up by the front of her shirt. "I have bested you in combat, Tetramand woman. Now for my prize."

As those words left his lips and though his filter Ben shuddered as he felt... Something in his female body respond to those words and their truth.

'W-What does he mean? Does he mean the watch?' Ben thought in confusion, while his female body felt tingly in its breast and crotch which confused him more.

Vilgax smirked and decided to 'keep her look' so her grabbed her shirt with one hand and 'squeezed' it together which revealed her large red breasts with dark maroon nipples, the shirt bunched up and trapped between the breasts.

"H-H-HEY!" she cried out with wide eyes while feeling the tingle run down his back.

Suddenly the tentacles around Vilgax's face moved around, feeling around her breasts and squeezing and massaging them while they also played with the nipples.

"S-S-Stop!" she spoke up with her face heating up and her body tingling with each squeeze while noting her mind seemed to grow fuzzy.

"Very impressive." Vilgax smirked, some tendrils messing with her pants.

'W-Why am I feeling weird?!' Ben thought in confusion, moaning a bit as the tentacles squeezed her breasts and messed with her nipples . "K-Knock it off octopus!' Four Arms snapped, pushing him lightly but for some reason couldn't find enough strength to REALLY push him.

"You are mine now child." Vilgax snarled gently, ripping between her legs revealing her red virgin slit which was already wet. He used his free arm to spread her legs with his fingers and lightly brushed his one of his digits against it with the tentacles starting to squeezed and brush against her nipples at the same time.

"AH!" Four Arms gasped in pleasure, her hips bucking gently.

"My, very sensitive." Vilgax smirked .

"W... What are you doing?" Fourarms asked in confusion and naivete, panting and blushing in arousal.

"Preparing you for my 'reward'." he chuckled with narrowed eyes before slowly inserting his fingers into her folds.

"RewAAAAAAHHHH!" Four Arms started only to gasp and moan as the finger entered her. "W-Why is my body all tingly?! Why do I feel warm?"

"You're aroused. You are feeling good and prepared to please me." Vilgax grinned as he slowly fingered her, manipulating the virgin slit with an expertise that had the inexperienced, Four Arms squirming and twisting and moaning in ecstasy.

"A-A-Ahhh!" she moaned out while feeling her chest get squeezed tighter from two of the tentacles.

"How does it feel?" Vilgax asked, adding a second finger.

Four Arms inwardly wanted to say it was awful, but the odd feeling mixed with her body tingling and her whole body feeling so hot made her speak up. "S-So hot!"

"Is that all?" He smirked.

"I... Feel all tingly! All warm and hot! Some... Something in my stomach is getting tight!" She moaned.

Hearing that made him move the two fingers in and out while the tentacles started wrapping around her nipples while giving them a tug.

"A... Ah! Yes!" Four Arms gasped and moaned, her body pushing against his hands and tentacles. 'My head feels blank, I feel like I'm on fire!' Ben thought, feeling the tightness in her stomach get tighter.

"You about to cum?" He smirked. "Ready to cum like the meek virgin you are?"

"W... W..." Fourarms started before she screamed and came over his hand. "OH GOD!"

Vilgax pulled his fingers from her pussy, Four Arms getting weak in the knees with her body feeling limp. He raised his coated fingers in front of her and chuckled. "See? All of this just from my fingers."

"W... What's that?" She blinked weakly, panting.

"Your juices from your orgasm." he replied before using a tentacle to push her mouth over and put his fingers near her mouth. "Lick them clean."

Four Arms opened her mouth on instinct, taking the fingers into her mouth and licks and sucks the cum up. 'It tastes sweet...I feel tired too...' She thought, sucking the fingers almost hungrily .

"Want something else to suck?" He asked.

She panted and felt her head nod yes.

Vilgax grinned, pushing her onto her knees.

She saw the metal armor around his groin seemingly unlock before it slid open and her eyes widened. Swinging between his legs was a massive green penis with giant pushing veins. "Y... Your penis... Is so big..." She mumbled in shock and confusion. 'Why'd he bring that out?'

He grabbed her head with both hands and pushed it closer to the girth. "Lick it."

"But... But it's dirty." She blinked, in a bit of innocence.

"That's why you're going to use your mouth to clean it." He growled, using his thumb to force her mouth open which she allowed without a fight.

'It's so big. Will it even fit?' Four Arms thought, not even knowing why she thought that as she began to slowly lick the monster in front of her. It had a bitter taste, but her tongue moved around the sides on its own

"Come on, put some heart into it. A slut like you should know this inside out." Vilgax insulted and instructed her, Four Arms doing as instructed almost instinctively.

Her tongue moved up and down the sides while feeling her mind cloud over with lust while her body tingled each time she tasted more of the dick. She wanted more... And she wanted Vilgax to be happy. She was soon licking the cock from base to tip quickly and happily.

He gave a groan of enjoyment while her hands moved over and rubbed around the base of the cock.

Her upper right hand grasped the cock, rubbing it slowly as she licked. Her upper left hand reached between her legs, rubbing her pussy to try and copy what Vilgax made her feel, while her lower hands played with her breasts.

"That's it, now you're acting like a true slut." Vilgax praised, moving her head near the top to try and encouraged her to take it into her mouth.

She opened her mouth and started sliding her lips around it, but just taking the head in was enough to stuff her mouth. She choked lightly, sucking as best she could.

"Mmm, I can't remember the last time since I fucked one of your kind's tight little mouths." Vilgax grinned, grasping her head and slowly thrusting in and out of her mouth.

She tried to relax her throat while moaning as she rubbed the shaft, her pussy, and breasts faster while her body was working on itself at this point with her mind clouded in nothing but pleasure.

Vilgax moaned, picking up speed between thrusts.

She gagged and had to breath through her nose to keep from suffocating.

"Come on, you can take more than that." He laughed as he tried to push more of his girth into her mouth.

'Its... Tasting better the more I lick and suck...' Four Arms thought, sucking harder while wondering what the point of this was.

"Gah! Get ready to take in all of my seed!" Vilgax groaned, speeding up his thrusts even more as he outright face fucked Four Arms now.

'Seed?' Four Arms thought in confusion as she gagged on his cock when she felt it start to twitch in her throat. Soon she felt something hot start spraying down her and made her go wide eyed. It was hot, thick and sticky. It felt like it was going to burn her throat!

She tried to pull back, but Vilgax held her head down with more of it shooting out. So she was forced to swallow... And she moaned, finding it tasted good.

"Swallow it all you slut." Vilgax ordered with a smirk, seeing her throat bulging every few seconds as she swallowed as much cum as she could but at his words she began to suck harder.

'If I don't take it all in I'll choke.' Four Arms thought. 'But it also tastes so good and he seems to like me swallowing it, I need more.'

Vilgax saw her swallowing it all more eagerly and smirked before feeling his cock slowly stop shooting his seed out. "Good slut." He said, pulling out of her mouth... Which was hard with her sucking. "Let go of my girth now." He ordered, Four Arms letting go right away.

Four Arms panted while feeling like she was gonna go crazy if this didn't go farther, even if she didn't know what could come next.

"Want more?" He smirked, grabbing her by her arms and lifting her up.

"P... Please." She whispered weakly .

Vilgax laughed, lifting her up and wrapping her around his waist before slamming his cock inside her.

"AHHHHHHHHHHHH!" she screamed out with wide eyes feeling something tear in her which didn't help with how much the dickstretched her out down there.

"The pain will soon be gone and then all you will know is ecstasy." Vilgax smirked.

She thrashed from the feeling with tears in her eyes while curling her toes. "N... Hur... It hurts." She stuttered weakly.

"Remember to breath and it will pass." Vilgax said, gripping her ass as he began to thrust in and out without a care.

"Yeow!" she cried out while gritting her teeth while making each hand into a fist as the pain was drifting away slowly. Her eyes slowly shut, her head falling back a bit as she began to moan as pleasure filled her. 'This...This...Feels so much better than before!'

"There you go!" Vilgax smirked, grunting as he bounced her on his lap.

She cried out while feeling her body rack with pleasure with her tongue hanging out while feeling the girth stretch her hole open to the point a bulge was visible in her body. Her breasts bounced with each thrust, adding another thunderous slapping noise to the one caused whenever Vilgax fully entered her pussy which was every thrust.

"Who am I?" Vilgax grinned as he hit her womb with each thrust.

She just moaned while feeling her head go blank from the torrent of pleasure.

"I! Said! Who! Am! I?!" Vilgax snarled after each thrust, making each harder than the last.

"The... The best in the galaxy! The mightiest! The only one who can make me feel this good!" Four Arms quickly screamed before her volume tripled as she came. "Your cock's the best! The best! The best!" She chanted with a blank mind, her juices spraying around his cock.

"Precisely! And Remember, you will take in every! Last! DROP!" He ordered, his cock pulsing inside her.

"Ahhh! Yes! Yes! YES!" Four Arms panted before she felt a warm liquid fill her, his cum shooting right into her womb. She shouted out to the air with wide eyes feeling the liquid make her body feel like she was in a volcano. It felt like an eternity, in reality it was actually only about ten to fifteen seconds, but eventually Vilgax stopped cumming and he slowly removed his cock from her pussy, still hard.

"Hmm, looks like our time has only just begun." Vilgax grinned, dropping her to the floor lightly. "Get on all six." He ordered.

She panted and felt herself obey with her ass facing Vilgax and his seed. drip out of her hole. For some reason the cum flowing out of her felt so good

"Perfect." Vilgax smirked, grasping her plump red ass and spreading her cheeks. He rubbed his girth against the red cheeks and got a moan out of her. "I'll make this hole loose and turn you into a true slut." He smirked, pushing inside slowly.

"Ah!" she cried out in surprise while grabbing at the ground feeling the head push against her anus and bit her lip as it slowly started to enter. "AH!"

"Feel the pleasure my girth gives you, slut." Vilgax taunted, only three inches in. He gripped her hips and grunted as he tried to push more in. "This... This HAS to be the tightest ass in the universe!" He grunted, half of his cock inside her.

'He's splitting me in half!' Four Arms thought in pain and pleasure.

Vilgax groaned as he managed to get a little over half his cock in her before it became impossible to keep going unless he wanted her dead. "Definitely THE tightest ass in the universe! It is an honest shame I must ruin it." Vilgax smirked evilly as he fucked her.

"OH GOD!" she cried out feeling pain from the movement while gritting her teeth. But for some reason... It felt so good.

Vilgax pulled back and slammed back inside.

The two moaned very loudly, their backs arching.

Vilgax moved back and forth as fast as possible while trying to keep from going in deeper, unless he wanted to LITERALLY split her in half. It felt amazing, feeling like his cock was being milked.

Slowly she started feeling nothing but pleasure from the massive girth. And she began to moan, opening her mouth wide as she drooled abit.

'This is amazing! My butt feels soooo good!' She thought, thrusting faster.

"Ha! I don't even need to move if you're moving your own ass back onto my cock." mocked, slapping her ass.

"Ah! More!" she moaned out.

"You want me to spank your slutty ass?" He smirked, doing it again.

"Yes!" Four Arms yelled in pure joy and ecstasy.

Vilgax kept slapping the ass while moving his cock in and out faster. "You Tetramands are such sluts!" Vilgax laughed. "You get beaten and you're eager for your betters cock!"

"Oh yes! Give me more of your cock!" Four Arms moaned, cumming again.

'I might be tempted to keep this child as my own personal cumdump.' Vilgax thought darkly, cumming in her ass.

"AHHHH!" she moaned out feeling the hot seed fill her hole while she gripped the ground hard enough to form cracks.

"Like a bitch." Vilgax moaned, slowly pulling out of her ass with a 'pop'.

She fell forward with her ass twitching while she panted with her eyes rolling in the back of her head.

"I am still hard slut." Vilgax snarled, rolling her onto her back and sitting on her stomach lightly with his cock nestling between her breasts. "Get to work."

She nodded and grabbed her chest before slowly moving her breasts around his dick like she was on autopilot. She guessed this was what he wanted so she rubbed her breasts up and down his cock as she licked and kissed the head. 'It feels so much hotter and thicker than before.' She thought, moaning at the taste as she licked away.

"Rub your chest harder." Vilgax ordered, enjoying how she worshiped his cock.

She obliged and licked around the tip while lapping up any leftover cum while her juices dripped down onto the ground.

"Very good!" He moaned, actually feeling his final climax getting close. "Suck on the head harder slut!"

"Yes... Master." She smiled drunkenly, doing as she was told. 'I want his seed, I want more!' She thought, moaning happily as cum suddenly started shooting in her mouth and on her face.

Vilgax groaned while keeping his cock there and let her face and chest slowly turn white from all his seed.

"Sho... gwood..." she mumbled through the layer of cum.

Vilgax stood up while his girth had finally gone soft.

Four Arms smiled, licking up the cum... Before the Omnitrix began to flash red.

Vilgax put his cock away before watching the Tetramand go back to Ben's original form.

Ben moaned, his pants stained from some cum while Vilgax's released covered his face which he was in the process of licking up with a blank/glazed look.

"Now that I've had my release, it's time for my real prize." spoke the alien reaching down and picking Ben up by the back of his shirt while sending a signal to his ship to come to his position.

Ben swallowed the last of the cum, confused about what happened and why it felt so good as the two disappeared in a flash of light. He blinked and slowly started to take notice of the surroundings and he was moving without touching the ground. "W... What's going on?" He asked, licking up some more cum from his face.

"You're on my ship, which is where I will take the Omnitrix." spoke Vilgax without stopping.

"T... Take the Omnitrix?" He asked, swallowing a bit. "But it's stuck to my wrist."

"Exactly." Vilgax smirked, connecting Ben to an operating table. It produced shackles on his legs and arms while Vilgax walked over to a set of sharp tools.

Ben's eyes widened, pulling against the shackles. 'Oh man! Why'd I get distracted by all that!' Ben thought in fear.

*Time skip*

Ben was laying on his bunk while staring above himself. It was was late at night and he was back in the Rustbucket, wrist and watch still intact. Gwen and Max saved him and Vilgax was dead, as far as they knew.

And right now he was pondering over what happened before. What happened with Vilgax... It felt good but it also confused him.

I mean, he never did something like that before, and a part of him swore it should be something he wasn't SUPPOSE to be doing. But it felt so good it felt like he didn't have to worry about anything ever again, just enjoy the feeling.

He moved on his side and shivered while feeling his butt quiver just remembering the size and how it moved in and out of his backhoe, something he never thought would make him feel good. ... He had to know what that was!

But he couldn't ask his cousin or grandpa cause he felt like he'd be revealing something big and they might get worried or something like that.

So he slipped out of bed and went on his cousin's laptop. He lightly tapped on the keys while mentioning butt, seed, and penis together. Plus other words that Vilgax used like slut.

Soon he found a lot of video links.

He clicked on one and made sure the volume was low before seeing a man and woman appear. His eyes widened as he saw them do what he and Vilgax had done. He watched it and found himself going back and clicking on other videos. He felt himself harden at the sights, watching in amazement and confusion.

'W...Wow.' He thought as he watched another video. But before he could click on more he heard the sound of his cousin moving in her bed. He quickly closed the videos and the web, looking over his shoulder in fear.

Gwen was still sleeping and just rolling a little before turning back with her back to him and went back to sleeping.

Ben sighed... And looked up on Wikipedia and Google what 'sex' was. 'Sex, principally the insertion and thrusting of the penis, usually when erect, into the vagina for sexual pleasure, reproduction, or both. This is also known as vaginal intercourse or vaginal forms of penetrative sexual intercourse include anal sex (penetration of the anus by the penis), oral sex (penetration of the mouth by the penis or oral penetration of the female genitalia), fingering (sexual penetration by the fingers), and penetration by use of a dildo (especially a strap-on dildo). These activities involve physical intimacy between two or more individuals and are usually used among humans solely for physical or emotional pleasure and commonly contribute to human bonding.' he read in his mind.

"... Huh?" He blinked as he tried to work out what that meant. 'Wait, mouth, anus, those are what Vilgax put his...penis in. So... We had sex?' he pondered. 'Alright, that should be enough. I need to clear the history and get this shut off before Gwen wakes up and gets suspicious.' He thought, doing it quickly as he wondered why Vilgax had sex with him and why it felt good.

After he closed it he snuck back over and climbed up into his bunk. He did not know what happened but... He wouldn't let it happen again... As he slipped his hand under the back of his shorts, over his ass.


	2. Chapter 2

Ben 10: a feminine change

chapter 2

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Ben yawned in boredom, sitting on a bus. Right now he was on a field trip with the rest of his class to some bug emporium.

The now eleven year old sighed once more.

It had been a long year since he got the Omnitrix... And since what Vilgax did to him. Ever since then he had kept quiet on it and had been secretly 'experimenting' with himself.

Over the year he had become a great hero, although he kept his identity secret, and got new aliens. Luckily no other 'incidents' happened since Vilgax, although whenever he became Four Arms he felt the urge to do whatever what the warlord wanted.

But the memories of that event... They stayed. He wanted that pleasure again. Some nights he would play with himself, both his crotch and his ass, and he even tried using his fingers in the asshole. It always felt good but it was never even close to what he felt with Vilgax and that kind of annoyed him

He groaned in his head before seeing the bus stop to show they arrived. "Finally." He sighed as he stood up, only to be pushed over.

"Watch it Tennyson, you might fall." smirked Cash.

"... Damn them." Ben hissed as Cash and J.T. walked away, laughing their asses off. 'Wonder if I can give them a little scare without anyone noticing.' Ben thought, rubbing his cheek.

He followed his class of the bus as they made their way into the large emporium. He sighed, following the class even though he was very bored.

But his curiosity was peaked when he saw a cloaked figure in one of the farther away cages for the bugs. He raised an eyebrow, walking off towards the figure while keeping in the shadows. All the while hearing more buzzing while the figure seemed to be laughing to themselves.

He got closer, listening in on the man to try and guess who he was because he felt like he knew him.

"With this many new bugs for my army, I'll be one step closer to getting rid of all the foolish humans." he smirked while looking around at the bugs near him. "Soon, you all will reclaim your power over this planet."

'... Why does that sound familiar.' he thought while moving closer and moving his hand closer to the watch.

The figure looked around before running from the emporium.

"Hey! Get back here!" called Ben before taking off after him.

The figure looked over his shoulder in shock before running.

Ben kept going as they ran down the stairs and down the street. They soon entered an abandoned apartment complex.

"Give up creep, and take the hood off." Ben called, the guy skidding to a stop.

He tried looking for a way out, but saw none and growled before turning and took the hood down to reveal Clancy scowling.

"Wait... You're that bug guy!" Ben gasped.

"That's right, and you're that pint sized brat who tried to send me off. Well after I take care of you, I'm gonna gather up as many insects as possible and we'll rid this planet of all those pests you call humans!" Clancy called darkly.

"Ha, yea right!" Ben smirked as he activated the Omnitrix. "It's time you get burned by HeatBlast!" He called, slamming the device down and being encased in green light as his form shifted.

Clancy covered his eyes and looked before blinking in surprise. When the light died down... It wasn't HeatBlast standing there.

It was bug/insect alien with four insect-like flat legs with two arms, whose hands were human-style ones with a black coloration, similar to fingerless gloves, and had three clawed fingers. She had four pedunculated eyes that were pretty small and yellowish-orange in color. These eyes were linked directly to the sides of her huge black head which had regular looking human eyes, nose, and mouth. Her wings are very fragile with lines on them and colored purple. Her limbs were a brown-greenish color and she wore the Omnitrix symbol on the top of her forehead. She had small c-cup breasts and a slightly curvy upper body but that was the only real clue it was female.

"Stinkfly?! Oh come on you stupid watch!" The new alien said in annoyance in a clearly female, if slightly high pitched, female voice.

"Such... Such beauty..." Clancy said in amazement.

"Whatever, I can still beat you and your little bugs." she spoke looking at him with a frown.

"You are clearly a queen." Clancy continued as if she didn't speak. "A ruler of all other insects, one worthy of controlling the world and taking it back from those stupid apes!" For some reason those compliments made Stinkfly blush, looking away in embarrassment. 'Meaning I need to ensure she obeys me!' He thought as he suddenly grinned.

'Why am I blushing like some stupid schoolgirl?!' Ben thought in annoyance, trying to snap Stinkfly from the embarrassment. "J-Just give up and I won't have to send you and yours bugs flying through the wall." Stinkfly snapped weakly, feeling herself get warmer.

Clancy smirked before reaching into his pocket and grabbing a handful of grounded up powder.

"W... What's that?" Stinkfly asked.

"A special powder I made to help my insects mate." he smirked before tossing it at her.

The dust hit her right in the face making her cough, waving her hand in front of her face. "Wait, WHAT?!" she got out while coughing more and felt her inhale some of it. She felt her body get hotter, her nipples get hard and her pussy wettening.

'Wait, this feeling...it's just like with Vilgax.' Ben thought before Stinkfly's legs gave out, making her fall down as she reached a hand up to rub her chest with her other hand slipping between her legs.

'The powder's working faster than I thought.' thought Clancy with a smirk. "You seem ready my future Queen." The bug man laughed jokingly/mockingly.

She tried sending a glare at him, but her hands kept rubbing at her pussy and chest while letting out a low moan.

"You're so beautiful." He smirked, cupping her cheek and kissing her.

She was stunned but moaned at the feeling while feeling his hand come up and give her other breast a squeeze. Her long thick tongue slipped out her mouth, battling his as she kissed back.

Feeling the tongue just made him wrestle harder while caressing the mound. He gently pushed her into her back, breaking the kiss. "Take your clothes off." he ordered.

She nodded, undressing as best she could with him lying atop her.

Seeing her bare breasts made him reach down down and squeeze both harder while feeling his pants get tighter.

Stinkfly gasped, pushing her chest into his hands. "D-Do it more." She begged desperately.

He grinned and squeezed them harder while hearing her let out a gasp and moan at the same time. He reached down, starting to lick and suck her nipples as she continued to undress.

'This feels so good! My body remembers how good this use to feel!' Ben thought, Stinkfly happily accepting the pleasure.

"Seems you're getting more excited then I thought." he chuckled before pinching her nipples.

"Yes! Please!" She moaned, nodding quickly.

He pulled his hands back before unzipping his pants with his cock being free and stood tall and hard.

Stinkfly looked at the cock and licked her lips. She leaned up and lightly brushed her tongue against the side to get a quick taste. She shuddered, moaning at the taste with lust clouded eyes. 'It's so musky and salty, oh yes!'

"Like it?" Clancy smirked.

"Yes." she moaned while licking up and down the sides.

"Such a perfect future Queen!" He moaned, enjoying how she attended to his cock. "Lick it all over."

"Yes!" She nodded lustfully, licking his cock faster. 'The taste is so addicting! I want to suck it all up!' She thought, taking the head into her mouth and hungrily sucking.

Clancy groaned from the move and held her head while stunned as her tongue moved all around the head. "Oh... So creative!" He moaned. "Lick harder!"

She nodded, swirling her tongue around the head

Clancy groaned at the move and held her head closer while she felt his dick starting to twitch.

'Yes! Yes! Here comes the tasty stuff!' Stinkfly thought happily. Soon his sperm came gushing out onto and into her mouth. She began to swallow, moaning happily as she did.

Clancy panted and was stunned while feeling her suck on his dick like she was trying to suck all the sperm out. "H... How well did that work?" He muttered.

"I want more!" She said, taking the cock out if her mouth more or less begging.

"Lay on your back then. I'll give you all the seed you need." he grinned.

Stinkfly nodded quickly, getting in her back and spreading her pussylips. She moaned, her green fingers teasing herself lightly as she waited for him to enter her.

He got on her knees and aimed his cock towards the folds before he started pushing into with a grunt.

Stinkfly gasped as her pussy was spread open, feeling her hymen break for the second time. She gritted her teeth to try and ignore the pain and gripped the ground.

"A virgin, like a true queen." He smirked. He grabbed her breasts while moving back and getting a moan from her before pushing inside.

'Just... Like last time!' Ben thought as Stinkfly moaned. "Do it again!"

Clancy grinned, thrusting in and out of her again. "Yes! So tight and snug!" He grinned, increasing his thrusting. "I'll make sure you get pregnant and create more children for my army!"

"Please!" She nodded desperately. "Give me it all!"

"It feels like you're milking me!" He gasped while feeling her since tighten and buried his cock as deep as he could into her.

"R... Right there!" She gasped, feeling him rub her g-spot and teasingly to the entrance to her womb. "Pour it all in there!"

"I'm not such a quick shot." He said, praising himself as he slammed in and out faster making her cum. "I'll make sure to give you a big load though my queen!"

"Please!" She moaned, her face looking roughly like an ahegao face. "I want to feel it all again!"

"You will lead our army! Take control of the world!" Clancy growled as he thrust faster and faster. "You will birth hundreds, thousands, of soldiers! Warriors!"

"YES! I WILL! JUST DON'T STOP!" Stinkfly begged, her four large lower legs wrapping around his waist and shoulders forcing her to go deeper and harder as he had limited room.

Clancy grunted and moved as best as he could while feeling his limit reaching its end. "I'm gonna cum deep inside you, paint your womb!"

"GIVE ME ALL OF YOUR HOT SEED!" Stinkfly begged, cumming again.

"You want it? YOU GOT IT!" he grunted before slamming deep inside as his dick twitched and his seed started shooting inside her womb.

Stinkfly gasped and moaned loudly, loving the feeling. "YES! OH GOD YES!"

Clancy gasped, shuddering gently as he finished cumming.

Both panted while she hummed feeling the sperm fill her pussy and womb. "So warm... So thick." She moaned happily.

Clancy smirked before her legs let go and he slid out with his seed dripping from her hole.

Stinkfly shuddered a bit, moaning lightly. "So...much..." She mumbled, reaching between her legs and lightly dipping a finger into the cum before bringing it to her mouth. She licked some of the seed and shivered in joy at the taste. "So good." She smiled up at him.

"Well I'm not done yet, we need to make sure you really get pregnant." Clancy smirked before they both heard the sound of a beeping.

The two looked at the Omnitrix and in a flash of light the naked Stinkfly became a naked Ben, the eleven year old hard, while Stinkfly's removed cloths became his.

Clancy and Ben wide eyed before the bug man growled and started getting mad. "Become the Queen again!" He ordered.

Ben blinked and started to slowly feel his senses come back to him. But he was still super horny, wanting more of the pleasure. "N... No, the watch needs to recharge." He replied in worry. "B... But we can still do the good feeling stuff! Right?"

Clancy frowned and was tempted to refuse, but seeing some of his seed drop from Ban's ass made it hard to refuse. "On your back. I'll pound your ass till you become the queen again." He ordered.

Ben grinned and happily got into the position.

Clancy spat at his asshole, rubbing it into his asshole while he rubbed his still wet cock. "You want this? Then you'll get it." He smirked... When sires were heard outside, a door being kicked open.

"Freeze!"

Clancy froze, the police aiming guns at him.

"Oh my god!" cried one seeing the naked Ben. "Put your hands up you sick bastard!"

Clancy looks in horror, backing up. "W-Wait! It's not what i looks like!"

BANG BANG BANG!

Ben and some of the police's eyes widened seeing Clancy get riddled with several bullets before he dropped back with a groan of shock and because one of them hit his heart.

"Who fired?!" A clearly older officer snapped, seeing a younger pissed looking officer holding a smoking gun before his eyes widened as he looked at his gun and dropped it.

"I...I'm sorry sir, I couldn't help myself." spoke the officer looking at the ground. "He... He was just so disgusting."

The older officer sighed while a few others came over and put a blanket over Ben and walked him over. "Don't worry there son, he won't hurt you anymore. These nice men are gonna take you to the station for questioning, but you'll be safe, nobody's gonna hurt you anymore."

"... Okay?" He tilted his head as the men lead him to a police car and blinked in confusion, shock, and surprise.

*time skip*

"Oh my poor baby!" cried Sandra hugging Ben close to her.

"It'll be okay Ben, we promise!" His father, Carl, urged as he hugged the two.

"It's alright mom, I'm fine." he spoke while hugging them back. But he was annoyed another villain somehow did that to him. Sure it felt good, but the fact he let pleasure take over him again was annoying, especially since he never wanted Clancy to suffer like that.

He sighed, just letting his parents cry.


	3. Chapter 3

Ben 10: a feminine change

chapter 3

Let me make this clear, the reason I mentioned yaoi was because eventually Ben is gonna get fucked when he's normal, ok? So quit asking because when he's in alien form that doesn't count as yaoi. So quit asking alright?

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"Alright, no more of that." spoke Ben to himself. He was packing his bag, ready for a week trip with his Grandpa and Gwen..

It had been two years since his incident with Clancy and since then he hadn't been in that situation again, being fucked by his villains, but he has come close several times.

Being him he knew something was gonna happen this week and he was planning on winning hands down. No need loses, no fuck ups, no getting fucked and his girly aliens giving in. Nope! He was gonna be a badass hero and win!

"Come on Ben! We're waiting on you!" Gwen called from the RV that rested outside his house.

"Two minutes!" Ben yelled. He rushed to get his bag together while grunting as he tried to get it closed. It took a few tries but it soon closed, and locked, with a soft 'thunk'.

"Ben!"

"I'm coming!" He snapped, picking the bag up and running downstairs. "Bye mom! Bye dad!" He called as he ran past.

"Bye Ben! Be careful!" called his mom.

"Will do!" He called as he ran and got into the RV. "Alright guys, ready to go."

"Took you long enough." Gwen smirked.

"Eh shut up dweeb." Ben smiled, sitting down.

Max took that as the sign and started driving with Ben and Gwen relaxing.

"Man it's been ages." Ben smiled.

"Yeah, it feels great to be away from school. You wouldn't believe how harder it's gotten." spoke Gwen.

"I think I DO know." He joked.

"Trust me, I've seen your grades." she quipped.

"Hey!" Ben huffed with a smile "I've been getting much better than before."

"Not by much." She smiled teasingly.

He stuck his tongue out before lying on the seat to try and get comfy for a nap. He smiled, getting a good sleep not knowing what was to come.

(Later)

Ben was walking through the canyon he and his family were visiting, admittedly a bit bored.

'Man, who knew I'd feel this bored already, and we just started this trip.'

Little did he know what was following him. A puddle of what looked like purple slime that kept close to the cliffside. The puddle went down quickly in two streams. It floated and was slowly nearing Ben's location.

Ben yawned, stretching. "Man, maybe I should just take a nap on one of these big boulders." But as he walked a purple sludge suddenly wrapped around his ankle. "What the-hey! Let go!" He yelled, being pulled up and being hung upside down.

"How's it feel being caught off guard?" cackled a voice as the sludge rose up and started to separate while forming heads and arms.

Two 'sludgepuppies' stood before him, looking like golems of purple mud with slightly humanoid shaping.

"Wait a sec, what are you guys doing out here?" he asked while trying to get his ankle free. "... And which of you is who again?"

"I am Camille's mother you brat!" growled the one with whiskers and antennae.

"Ah, now I know which is the guy and girl." He nodded, arms crossed.

"You turned us into a damn statue, and now our own daughter is married with a plumber! We're going to make you pay for interfering with us." growled Mr. Mann.

"Hey it was her choice!" Ben snapped, messing with the Omnitrix. "And you'll have to catch me first!" After the classic flash of green a blue blur took off running.

Both let out roars of anger before stretching their arms out. They grabbed the figure, dragging it back.

"Hey! Let go!" cried the figure in a feminine tone. The blue faded into a female figured raptor looking creature. Ben's form had blue skin and a long black and blue striped tail, her body slim with a tight looking ass and b-cup breasts. She had three toed feet, each foot holding a black orb. Her hands were three clawed black, large triangles coming off her hand. She was wearing a black skin tight suit with the Omnitrix between her chest, a white stripe down the center of her suit. Her head had a black helmet, her face a gentle blue. Her eyes were bright green with black lines going down her face from her eyes, her lips a deep black.

"We'll crush you before you can run away." growled Mr. Mann as both started to wrap their arms around her form.

XLR8, the new form Ben had taken, yelled as she kicked and wiggled, trying to get out of their grip... Only to moan as her body was squeezed.

"What the?" Mrs. Mann squeezed her harder.

XLR8 wiggled in the mud-like bonds, moaning.

"Is she...enjoying this?" muttered Mr. Mann to his wife.

"... I think so?" She blinked, squeezing again to be sure. XLR8 moaned again, wiggling more into their grip with her nipples clearly hard and visible through her skin tight suit.

"She is! She's getting excited by this."

"So not only does that watch turn the kid into older alien chicks like a pervert, but as an alien she is a MASSIVE pervert!" Mrs Mann snapped. "Hmm, this just gave me the perfect idea to get our revenge."

"What do you mean dear?" Mr Mann asked.

"If she's enjoying this, why don't we?" she smirked while started to form a smaller appendage that moved over to XLR8 and in between her legs.

XLR8 gasped at feeling the fake appendage rub between her legs, her eyes widening as it rubbed against her wet vagina.

"If this slut is going to moan like one, then we'll treat her like one." Mrs Mann grinned, moving XLR8 closer.

"I like the way you think." smirked Mr. Mann making more appendages move over and started trailing around her body.

'This... This feels weird but good!' XLR8 thought as they used the appendages to rip her suit off... But left her a set of 'bra' and 'panties' left out of the remains.

"A little small, but we'll make so." spoke Mr Mann before his appendages started wrapping around her breasts.

"St... Stop~!" XLR8 gasped out and moaned long and full of pleasure as her back arched. 'Oh come on! Why did this have to happen again?' She thought in, annoyed at herself but not mad or disappointed as she enjoyed the pleasure.

Both the aliens smirked as the appendages moved over her stomach and squeezed her breasts harder while the one in between her legs and against the 'panties'.

The raptor like girl whimpered and moaned a bit, her legs kicking lightly by accident as her legs moved around on instinct from the teasing touches. "A-A-Ah!"

As her mouth opened wide, one of the appendages 'solidified' and pushed into her mouth.

"Come on slut, we're going to stuff everyone of your holes." Mr. Mann smirked.

XLR8 mumbled, sucking the appendage lightly and lustfully 'It tastes good!' she thought 'WHY... Weird but good.'

"Wow, this sluts had practise!" Mr Mann said in shock.

"And just like any slut, we'll break her." Mrs Mann laughed, using her appendages to spank XLR8's ass.

XLR8 jumped and moaned as she felt the ones around her chest started to tug on them. She wiggled around in the bonds, making her ass and breasts jiggle. 'My whole body feels helpless.' She thought. 'But... But also so good!' she thought, her pussy getting wetter.

"Heh, what say we really get to the good part." smirked Mr. Mann.

"Why not ask the whore?" Mrs Mann smirked while stretching her head out closer to XLR8. "Tell us, how badly do you want to be fucked?"

XLR8 tried to talk but the appendage in her mouth stopped that. Cue the other appendages tightening up around her breasts.

She moaned sexily, the appendage being removed from her mouth allowing her to talk. "P... Please! I... I'm so wet! Please! I need it! Fuck me! Please! I'm begging you!" She moaned and cried, begging while using words she learnt for the porn she had watched over the years.

Both chuckled while ripping the rest of her covering off while spreading her legs. They saw her dark blue slit, the wetness dripping to the floor showing how horny she was able her small dark blue nipples were rock hard

"Let's make this bitch feel ecstasy." Mr Mann grinned. "He'll be nothing but a cumdump when we're done." As he said that several penis like appendages neared XLR8's pussy.

Seeing them made her pant and moan as they started to prod against her entrance. "Yes... Yes... Yes! Please! Please! D... Don't tease me! Please!" She begged with a smile as the appendages prodded and rubbed her pussy, slowly spreading it open.

"You heard her, don't tease." Mrs Mann laughed, using her appendages to occasionally spank her.

"If you say so." smirked her husband before the appendages pushed into her all at once.

XLR8 gasped, feeling her pussy being spread wide and this aliens hymen being broken. She let out a cry of pain mixed with pleasure as each appendage wiggled to get inside. She had what felt like six cocks inside her. All that much spread her hole open and made her mind blank from the rush of pleasure alone. She moaned, each appendage moving independently. You could see the multiple tendrils bulging her stomach a bit, seeing now they moved "OH GOD YES!" She moaned her tail wagging as her green eyes crossed in pleasure.

"She really IS a slut!" Mrs Mann laughed before pulling XLR8 into a kiss. She didn't hesitate before pushing her tongue inside to dominate the alien's tongue who moaned louder in response.

She bucked her hips, feeling herself cumming already.

Mr. Mann smirked before he started making the appendages push into her more while wiggling the more they got in.

XLR8 gasped, her body shaking wildly as she came. 'It's so good! I can feel each one rubbing up against me!' She thought happily.

Mr. Mann felt her getting tighter and started melding the appendages together into one larger tentacle before he started to move it back and forth without warning.

Her eyes widened as she gasped against Mrs Mann's lips, feeling the appendages grow and merge into a massive cock! And then several appendages rubbed between her asscheeks. They moved and started spreading them open with another appendage rubbing against her anus. 'I.. I've never had something in... In both holes before!' she thought in shock before moaning out in surprise as the appendage started forcing its way into the tight pucker. She wiggled her hips, urging it to go deeper.

Mrs. Mann pulled back while her husband started pushing his extra limbs up into her holes at once.

As the kiss ended XLR8's tongue fell out of her mouth as she gave deep moans of pleasure "Y... Yes! More! It feels so good! R... Right there! Deeper!'"

"Her moans are music to my ears." Mr Mann smirked as he fucked her.

"Just don't get any funny ideas." growled his wife while she slapped XLR8's ass. "He's my husband slut."

"Y... Yes Mistress!" XLR8 moaned. "I... Can I lick or suck something for you mistress?"

"Yes." she smirked forming a thick tentacle and stuffed her mouth. "Lick on that like your life depended on it."

XLR8 did just that, her head bobbing at super speed while her tail slipped between where she thought Mrs Mann's legs where and rubbed trying to find some form of pussy.

"It won't work, the only thing I'm getting off is seeing just how much of a pervert you are." smirked the Sludgepuppy.

XLR8 whimpered before she came again.

"Care to see just how long she can go before passing out?" asked her husband.

"Or until she can't live without this." Mrs. Mann smirked back.

Both chuckled before moving the tentacles back and forth inside her holes faster and deeper.

XLR8 just let her body go limp and enjoy the pleasure, cumming every few minutes. Her mind was fuzzy and all she felt was her hot body getting so hot she like she was melting.

After what felt like an eternity she was out put on her knees, the tendrils pulled out of her... Before cum started shooting out and onto her face and chest. She moaned and licked up some from around her cheek while shuddering feeling it cover her. "Thank you!" She smiled happily up at them.

"How can...this brat...have this much stamina?" panted Mr. Mann.

"A... Are you tired dear?" Mrs. Mann panted.

"M... More please." XLR8 moaned, rubbing her pussy lightly as she opened her mouth.

Both groaned and fell back before XLR8 heard the familiar beeping sound.

She looked down at her chest and pouted, the green flash surrounding her and changing her back to Ben. He blinked and saw he was naked and let out a groan of aggravation. "Again?" He whispered but didn't care too much. "This is getting insane."

He licked his lips, getting the last of the cum off his face as he stood up and walked away. He saw the RV nearby and looked around to see if his grandpa or Gwen were around. He saw the place was empty and sighed. He made a beeline for the RV and rushed inside before he started getting dressed with some of his extra clothes.

He sighed, looking at his watch. 'What's the point of being a hero if this thing turns me into a girl AND I keep getting fucked by villains?' He thought in annoyance. 'I mean it feels good and all, but it's not suppose to happen and it's not 'normal'.'

He glared at the watch and started dialing in another alien. 'If this is just gonna keep happening, then I'm putting an end to it, now.' He thought as he was surrounded by green light, shrinking.

When it died down he became a grey skinned, frog-like, bipedal alien that was only four inches tall with large green eyes that had long eyelashes, with the eyes having rectangular pupils. She wore a white jumpsuit with a black stripe going down it with clear curves to her body with the Omnitrix symbol on her back. Her body was not very curvy with a small ass and small A/B cup breasts even if she did have a slim waist.

"This is the best brains I know, but maybe it'll work." she muttered before reaching back and started turning the symbol around. Her eyes were narrowed as she focused, soon finding herself on the right track... And feeling pain. "GAH!"

But she didn't give up. She began to slowly grow and return to Ben, the Omnitrix pulling off him/her as he/she pulled. He let out one cry of pain before the watch fell off his wrist while he grabbed his wrist. "Fuck! That hurt!" He rubbed his bare wrist for the first time in about three years. "Man, it feels weird. Heh, kinda feel naked." he joked before growing serious and picked the watch up. It tried to reattach to his wrist but he held it shut, shoving it into a box.

"No! I'm done using you, I'm not gonna go through that stuff again, ever." He snapped, putting a lock on the box.

That's when Gwen walked in and saw Ben sit on his bed with a sigh of relief. "Ben? You okay?" She asked.

"Yeah, just...taking a moment to relax, and it's gonna stay that way for a long time."

"What do you mean?"

"Gwen, look at this." he held up his bare wrist.

Gwen gasped at the sight, confused. "Ben? Where's the Omnitrix?"

"I took it off." He said simply.

"I've decided I'm returning from heroing."

"WHAT?!" Gwen gasped. "Ben, why would you do that? What about all the people who need help when the police aren't enough?"

"Gwen I... Can't handle it anymore." He frowned. "I... I want a normal life. To have a girlfriend, play sports, have friends, be a kid. I... I can't do it anymore." he sighed. "And it's all too much stress. Do you know what it's like to know one mess up could cause someone their life?"

Gwen sighed and hugged him. "No, but I can get what you mean. You're still a kid and after that...bastard did that to you, I'm sorry I never imagined what you might be feeling."

"It's fine I... Just want a normal life." Ben sighed, the Omnitrix glowing faintly in the box it was place in.


	4. Chapter 4

Ben 10: a feminine change

chapter 4

xxxxxxxxxxxx

We find ourselves at Bellwood High's soccer field where a game was currently in progress.

A slim and strong, if slightly feminine built, brown haired teen male raced across the field, giving a mighty kick and scoring a goal just as the time bit zero.

"And there you have it folks! Ben Tennyson has just kicked the winning goal for Bellwood!" called the announcer.

The now 16 Ben Tennyson grinned as the crowed cheered, glad he could relax after everything that happened this month. "Now that's what I'm talking about." He grinned, looking down at the green watch on his wrist and sighing as he walked off the pitch.

It had been a normal few years since he removed the Omnitrix. No aliens or mercenaries attacked. Nothing exiting, nothing spectacular.

Normal.

What he wanted.

Sometimes he missed the adventures, saving people, but he filled his time with stuff like soccer and TV. He continued to watch the videos he had been seeing since his first encounter with Vilgax all those years ago but he tried to keep to strictly man on woman vanilla stuff, wanting to be normal. Reminding himself to be normal.

He even had a thing going with a nice and attractive Japanese girl called Julie.

But then, one day, when he went to visit Grandpa Max...

The old man was gone and some weird squid headed like being was there instead. His grandpa had gone missing, an invasion was starting, and he had to put the watch back on.

But it had changed from the thick bulky thing into a sleek and stylish green watch and replaced all his aliens with a new set of 10 aliens... And they were all still women.

And considering he had some time for himself, he decided to head to Mr Smoothy, best place in town and his personal favorite place to hang out.

'Well... After getting showered and changed of course.' he thought, flinching as he smelt himself. He turned and headed to the locker rooms to use their showers. Dropping his bag into the locker and stripping naked before going into the showers.

He turned the faucet onto hot and grabbed the bar of soap before the water came out over him and he started lathering his hands up. He sighed happily as the warm water washed over his body. 'Man, I really needed this.' He thought as some other members of the team walked in.

"Good game out there Ben." One greeted, patting his back.

"Yeah you really saved our asses." spoke another with a thumbs up.

"... Thanks guys." He smiled lightly, trying not to look down. 'Just get yourself cleaned up and look at the wall, that's it.' He told himself, turning to the wall while trying not to look at his teammates penises.

Another thing which happened was his eyes glancing all around his team when he got onto the team and they'd use the showers together. He felt so tempted to do that, and even sleep with them, from his time being beaten by the bad guys but he has held himself back because 'that wasn't normal'. But that temptation became even greater after he put the Omnitrix back on.

'If I turned into one of the girls, would they all start gangbanging me?'

That was what he thought every time since he put the watch back on. But he refused to give into temptation. Especially since if he thought about it too much he'd pop a boner in the middle of the shower and it might weird the others out. Heck who knows what they'd say!

Plus he had a normal girlfriend!

'Just rinse off and get out.' He told himself.

"Are you seriously wearing that watch in the shower again, Tennyson?" A random team member asked.

"Oh, this? Yeah it's waterproof and I figured since I'm wearing it, why bother taking it off?" Ben chuckled nervously, not turning around to look at the source of the voice .

"Hey, did you guys hear the Cheerleaders tonight? They were going wild!" Another team mate laughed.

"Man, what I would do to get with one of them." Another smirked.

"The stuff I would DO to one of them!"

"I know, right?" At that the group laughed, Ben laughing with them awkwardly .

"You know, Tennyson looks like HE'D make a good cheerleader." The first team mate teased/joked.

"Yea, he does have a girly body shape." Another agreed.

"W-What?!" he gasped with wide eyes. "That's crazy."

"Come on Tennyson, we're just teasing." The guy next to him laughed. "But you gotta admit, you do seem kinda...lanky."

"Yea, you COULD pass as a girl if you dressed up."

"T-That's just silly. I'm nothing like one." he tried waving off while trying to remain calm.

But something about that sounded appealing.

'Huh, me in a cheerleader's outfit...' Ben thought as he looked down at his body, his imagination wandering. 'Well, they do look slimming, and do hug the girls a lot, but would it fit on me? Would it be a little loose or tight?'

He imagined himself in a super short green and white skirt, white knee high socks with green trim at the end, green shoes with white soles and trim, a super tight and small green shirt with black accents and a white '10' with the shirt being short sleeved and the actual top stopping before his stomach and his fingers in white fingerless gloves. He also imagined his hair done in a girly style...And he was standing in the locker room with his team.

He shook his head and quickly turned the water to cold and jumped while trying to let the water cool him down quickly. 'GET OUT! GET OUT! GET OUT!' he yelled at his mind quickly.

"Hey Ben, you alright?" asked one guy noticing Ben suddenly using cold water.

"I... Yea." He nodded nervously. And he made the mistake of instinctively turning around to face the guy. "I'm just fine." But he froze as he looked at the guy, his eyes focused in the guy's crotch. 'Holy shit.' Ben thought, his mind going wild. The guy's dick seemed more thicker than long, but it still caught Ben's attention. It was big and Ben swallowed, a part of him wishing he could fall to his knees and start sucking it.

But he managed to look away and finished his shower up before turning it off and rushed to get his clothes. He dried and got changed as quickly as he could, taking off running.

'Forget about it! Forget about it! FORGET ABOUT IT!' He thought, arriving at his favorite hang out spot: Mr Smoothie... And going straight into the public toilet.

'Just gotta make this quick.' He thought as he entered a stall and locked it, pulling down his pants. His cock was hard and stood up against his underwear, which he pulled down, before grabbing it and started jerking it.

He moaned, imagining being with his team very intimately. From feeling up their cocks to bending over and letting them play with his body to finally having them fill up his ass, mouth, and hands with their cocks. Even the idea of being in that cheerleader outfit he imagined sounded so hot with that situation!

"Come on, get out already!" Ben grunted, cumming into the public toilet with several shots from his cock. The loads hit the wall and dripped down while he panted and wiped his head.

"That... Felt good." He admitted, panting. It was the first time in a while he had masturbated to those sort of fantasies but... Should he be? He had a girlfriend... He shouldn't be thinking like this.

'Alright, just clean up, think about Julie next time, and never tell anyone this.' He thought, putting his pants on and walking out.

"Yo tennyson! Over here." A male voice yelled, Ben jumping.

He turned and spotted his cousin Gwen and Kevin sitting at a table. "Er... Hey!" He waved awkwardly as the two ran up to them.

"Sorry we missed the game, Gwen had to drop her book off at the library." spoke Kevin.

"Really?" Ben deadpanned a bit.

"Yeah, we tried getting there fast enough, but it was real busy there." Gwen said nervously.

'Wow they're terrible at lying.' Ben thought, seeing the way the two stood close together.

After they had started this mission seeing Gwen and Kevin getting close was as easy to see as a nude woman in the street. It was virtually impossible to bit see these two were into each other.

And they had clearly been fucking.

Honestly Ben felt a little jealous. Of both of them, that part confusing him a bit.

'No! Just forget about that, you've got Julie, you don't need to act like a spoiled brat who doesn't get what he wants.' He thought, shaking his head lightly.

"Here you go Ben, your favorite." Gwen smiled, passing him a smoothie.

"Thanks Gwen, I really needed this." he smiled while taking it and started sipping from it. He sighed happily at the taste, laying back as he, Gwen and Kevin just talked for an hour or so.

All the while Ben would glance over Kevin and Gwen's bodies without them noticing. He noticed the swell of Gwen's breasts, the size and curve of them combined with the teasing tightness of her jumper that showed them proudly without looking slutty. He looked at her curves of her body, her hourglass styled body and her beautiful legs. Very feminine looking, very sexy and beautiful. Her body looked like the epitome of femininity and beauty.

And Kevin was the complete opposite with his larger frame, his muscular body and very masculine body language.

They were like Yin and Yang... And Ben wished he could worship both bodies.

He drank his smoothie faster and harder while reeling back and felt a brain freeze as a result. "Ah!"

"Seriously Ben? You need to pace yourself." She frowned.

"Otherwise your brain might fall out." joked Kevin.

"Oh haha." He grumbled. 'Man, I need to get ahold of myself! This is getting nuts!' Ben thought in annoyance.

"So Ben, how have you and Julie been?" asked Gwen.

"Er... Great." He gulped.

"Well don't leave us hanging, give us some details." spoke Kevin.

"I'm not telling you anything Levin." he frowned. "The day I talk is the day you two start telling me what happens between you two."

That made them blush and shut up.

"That's what I thought."

"You two ready to take down that DNAlien base?" Kevin asked after a few moments.

"Yeah." he nodded, although not that enthusiastic since that meant he'd be losing his junk once again. Oh well, it might be the place where Grandpa Max might be there.

After finishing his smoothie the three of them got in Kevin's car before driving off.

Ben sat at the back, looking out of the window as the car drove off. 'I hope this place is the right one. Going after leads with no grandpa are getting annoying.

*time skip*

The three of them reached an old abandoned house which was a front for a secret base underground, which they managed to reach via an old bookcase and were walking down some stairs.

"Well we need to split up." Gwen pointed out as the three snuck inside.

"Good call. We see if we can find anything and then meet back upstairs after some time, but if we're gone too long that means something's going on." spoke Ben.

The three nodded, splitting up.

'Good, this way I won't get teased by going girl in front of Kevin, and maybe now I can keep my focus on what's really important.' Ben thought as Kevin liked to make jokes when he transformed.

But bringing up the male made Ben start to wonder what he'd look like without any clothes on. He groaned, shaking his head quickly.

'Maybe I should get a shock collar for myself, maybe then I wouldn't seem like a damn pervert!' He thought in anger, walking slowly as he looked for any problems. He saw the walls slowly turn from old and decay to more recent and new and saw the hall seem much more from what you'd expect of a secret base.

'Looks like I'm close.' he thought.

Soon he heard footsteps and stuck close behind a pillar as several DNAliens walked by. He quickly hid, staying in the shadows. 'Alright, if I follow them I should find something.' He nodded, following them.

The aliens didn't notice as they went down the hall with Ben making sure he stuck close to the shadows while keeping them in his sights. He made sure nothing turned on the Omnitrix, as was his instinct, as that would catch the attention of the aliens.

He had to keep following for a few minutes before they reached a door and entered and he heard the door lock behind them. Luckily Ben was able to slip inside with them. He crouched down and saw he was in a vast room with numerous others and with a large computer in the middle.

'Well... Looks like it's time to get to work.' Ben thought before he heard a loud cry and turned to see a DNAlien had spotted him and let out a warning cry which made the rest in the room turn and notice him. "Crap!" He yelled, activating the Omnitrix.

They ran at him while he dialed in an alien at random and slammed down and became covered in green light. The light made the DNAliens stumble, missing him and tripping up as the light died down to reveal who Ben had transformed.

Ben changed into an alien vivid red skin and wings. She had two green eyes with black outlines and black lipstick, yellow horns and two small spikes coming out of the top of her head. She had three fingers and a long tail. She had a tuft of brown hair while wearing nothing, exposing her bare breasts and snatch. "JETRAY!" she called, taking to the sky and flying.

The aliens cried out before they started hacking up the goo from their bodies at her.

"GAH!" she yelled, dodging as best she could as she sighed zagged through the air. Her eyes lit up before firing lasers out which hit a few back while she fired another from her tail at a couple more. 'Gotta get out of here!' she thought in panic. She flew over them while nearly getting hit by the globs. 'Crap! Need to be more careful!' she flinched.

"Capture the intruder!" cried what she assumed was the leader as others started grabbing the blasters.

'Crapcrapcrapcrapcrap!' she changed in her mind as she dodged. She fired lasers all around and cleared more away before flying through the door she came in from.

Only for the door to close at the last second.

She stopped and turned before seeing even more of the aliens enter the room with literally all of them holding laser rifles. 'I am going to die!' she thought in fear... Before she had an idea. These people were originally humans, right!

'I can use the watch and turn them all back to normal! But with a bigger charge like that I might go back to my human form and who knows how many are still in this place.' She thought. 'But... If they're human under all that... Maybe I can do something... To... 'distract' them...'

"Kill the intruder!"

"I... Wait!" Jetray called, holding her arms up quickly. "Hold your fire for a sec!"

They all froze at that, confused and hesitant while keeping their lasers on the alien who slowly lowered down and stood in front of them.

"M... Maybe we can work something out?" Jetray asked, rubbing her stomach lightly.

"You dare try to negotiate with us? After you were the one who sneak into our base?" spoke the leader who sounded angry and held his laser up. "No deal."

"Now... Now hold on... Big boy." Jetray purred, walking towards him slowly. "I... Am sure... We can... Do something?" She said, putting a hand at his crotch. 'I need to distract them so I can at least get away... I need an opening... They still have to have human hormones and I do have a woman's body.' Ben thought, justifying himself in his mind as Jetray rubbed the DNAlien's crotch seductively.

Said alien jumped and lowered the laser in response while letting out a low sound that seemed not angry or excited, but surprised.

"So how about it?" Jetray asked.

"Y...You shall...not impede...our mission." he groaned out while dropping the laser and letting out more sounds to show he seemed to be enjoying this.

"I'm sure... I can make you all feel good. And then you let me go... Okay?" Jetray asked, getting to her knees. She kept rubbing the spot while slowly seeing the alien's cock emerge. "What do you say?" She asked, licking her lips.

"A-Ah...fine." he relented as he gestured the others to lower their weapons.

They all did cautiously, yet exited.

She saw his dick was human shaped, but it was yellow around the base and shaft with the tip purple. She reached down and licked the tip slowly, humming gently.

The DNAlien jumped while others watching stared and felt their more human parts react to scene.

"Tasty." Jetray purred. "Do we have a deal?"

"...perhaps, but ONLY if you can satisfy every one of us." he relented.

'I just need an opening... But then again this would be a good way to work out the 'stress' from today.' Ben thought, Jetray nodding. "Alright, then I just need all of them to get in close so I can keep them from waiting."

The DNAlien's all quickly gathered round, Jetray unable to accurately count them all from her position on her knees. She reached out and grasped two others around the cocks while she resumed licking the one in front of her.

They moaned, their heads falling back.

This somehow felt... Different to Jetray. She wasn't being forced to feel this pleasure and become lost in lust. This was her choice! And there where so many cocks hard for her, for her to do with as she wished as long as they came! She could have fun and enjoy herself! She... She felt in control!

And while she was out of practice, she was still giving a great blowjob and caressed the dick's in her hands with skill she was personally use to.

The ones getting their dicks rubbed groaned while the one she was sucking hissed at how much her tongue lapped around the tip.

"Her hands are soft!" The one of the left groaned happily.

"This sensation is unreal!"

The other DNAliens began to get jealous and bored, so they decided to do this their way. They all crowded close to Jetray and began to rub over her body, anywhere they could reach they rubbed just to feel her soft flesh against their own while they all rubbed their own cocks.

"AH!" she let out a moan in surprise and enjoyment feeling her whole body get grabbed and rubbed. 'It... It feels good!' she thought happily, enjoying herself.

'Now I wish I did this in the locker room earlier.' She thought happily, gasping as two different hands grasped her breasts.

"So firm." spoke the alien grabbing them before squeezing them with his cock rubbing against her thigh.

"Yet they are still very bouncy." Another added, his cock rubbing against her back.

"Rub them harder." she moaned out before sliding her mouth over the cock with more of it buried in her throat.

"Wow she's a slut!" One gasped as he rubbed her ass, his cock rubbing her tail.

"Suck harder!"

"Don't order me around." She purred. "I'll make you feel better than ever before, but I need to pace myself."

The aliens made sounds of disagreement, but complied and just kept rubbing her all around while grinding their dicks against her skin.

She soon wrapped her tail around a cock, using her feet like they were arms to grasp two other cocks to show off.

The others groaned while the ones not getting that much treatment felt even more eager at the sight.

Soon Jetray pulled her face back, cum splattering into her mouth and onto her face. "Wow, so nice and warm." she smiled while licking some from around her lips. She then took another cock into her mouth, letting the DNAlien she just finished recover. She didn't wait before licking around it and moved her head back and forth on it. She moaned gently, bobbing her head as she enjoyed the feeling. She made sure to move her limbs at the same time while the alien at her chest kneaded the breasts. She felt a few cocks cum on her body, some having been the one she was pleasuring while others had been ones who pleasured themselves as they rubbed her body.

'I hope they aren't gonna tire out too quickly, I want this to go on for a while.' Jetray thought, deciding to spice things up and pulling back.

"Hey! What are you doing?" One snapped.

"One of you get on your back, it's time for some new fun." She grinned, licking her lips happily.

Several obliged a little more eagerly than expected.

'... Wow, they really need this.' she thought in shock yet happiness as she crawled atop one of the DNAliens, lining it's cock with her pussy. She started to slowly lower herself down before gasping since it's been so long and with the DNAlien letting out a groan feeling the warm feeling of its cock being engulfed. "You're a big boy!" She moaned gently, her hips soon touching his.

"So tight!" it groaned out while reaching up and pinching her nipples.

"Ah!" She gasped and moaned. "C... Come on boys, I can handle more than one of you!"

The others cheered and started rubbing their cocks around her with more cocks in her face.

She moaned and smiled, licking across as many cocks as she could as she reached out and rubbed cocks. Her tail rubbed against some too while she moved her hips up and slammed them back down onto the cock. Soon another cock slid into her ass, another cock being pushed between her breasts.

'Oh god yes!' She she thought, moaning happily. 'My ass, pussy, hands, tail, and mouth are all busy!'

"Wow! She's good!" One moaned happily. "Her ass is tightening all around me!"

Jetray moaned, cumming suddenly while her ass and pussy tightened around the two cocks and she rubbed the cocks near her faster. She felt cum fill her holes quickly, overflowing lightly as she just shuddered and moaned.

*time skip*

Ben panted in exhaustion as he returned to his human form, looking around the room to see the DNAliens all unconscious. 'I did it...I literally...just satisfied...all of them.' He thought in shock while feeling the cum they let out drip out from his ass.

Luckily his cloths hid that from view, Ben trying to calm down.

'Alright, get the story straight. I ran into a lot of DNAliens and beat them all, but they still locked the door. As long as they don't notice the smell of sex in the air I should be good.' He thought desperately before he went to the door, opening it.

"Ben!" called Gwen as she and Kevin were a few feet away. "Are you alright?"

"Yea, I'm fine." He chuckled nervously, noting that their cloths were slightly ripped. "How about you guys?"

"We had a bunch of fights." Gwen sighed.

"We tried banging on the wall but that thing is thick. We couldn't hear you on the other side." spoke up Kevin.

"Oh well." He shrugged. "I managed to take them on, but it was pretty tough."

"I'm glad you're okay." Gwen smiled, hugging him before noticing something. "Ben? Did you remember to shower after your game?"

"Er... No." He lied quickly. "I guess I was in such a rush it slipped my mind, silly me."

Gwen rolled her eyes, the group getting out of the hideout. "Then go home and scrub yourself until you shine." Gwen said, the three arriving at Kevin's car.

"Trust me, after that scuffle, I might need two." Ben said, looking out of the window as he felt some cum slip out of his ass.

*time skip*

Ben dried his hair while just finishing his shower and walked out onto his bed.

The romp with the DNAliens was catching up to him and his muscles hurt. But while the shower helped a little, he was thinking back on how he acted like that with all of them.

How we was eager.

Yes he started it by using his female form to his advantage but once they were gathered around him, and dropped their weapons, he should have used his lasers to blast them away and get out of there... So why didn't he?

He basically gave into his lust and offered his body up without much hesitation. Heck, ZERO hesitation.

He probably looked like a loose slut and even acted the part considering how many he was doing it with at once!

But... Why?

'I'm just thankful Kevin and Gwen didn't see me do that. Who knows what they'd do!'

...

'Would they have joined in?'


	5. Chapter 5

Ben 10: a feminine change

chapter 5

xxxxxxxxxxxx

Ben was laying on his bed, arms crossed behind his head as he watched a movie on his laptop when he found his mind wandering.

It had been a crazy time, not just dealing with so many DNAliens, but also great because they found grandpa and dealt with an invasion and even found out about plumbers kids who were half alien! After all that he decided, keeping the Omnitrix once more. He had also been growing more and more confident in himself after the 'DNAlien gangbang'.

For starters he had managed to control himself a lot more than before, but there were times he'd lost control again even as his regular self. Like sneaking in and borrowing his mom's dildos to use on himself when he was home alone. He even snuck one from her room and hid it in his room for when his parents WERE home, his personal favourite one... And when he said favourite one his mother had QUITE a collection hidden in her room.

He blushed feeling his body start getting in the mood just remembering it and thought back to the various kinds of plumbers kids that he admits he had...fantasized about. The two people he fantasized the most about was his own cousin Gwen and her boyfriend, his best friend, Kevin.

With Gwen he knew he shouldn't fantasise about her but... Her body was just so perfect to him. He always imagined Gwen dressed as a classic dominatrix, a black corset with black stockings and garter belts with heels, the classic look. He imagined himself in his knees, worshiping her perfect body as she moaned at his touch.

And with Kevin, the situation was always less kinky. It was always Ben, bent over with his face shoved in the pillow with his ass raised eye as Kevin plowed his ass like Ben was a slutty girl.

And then there were the half aliens who worked with his Grandpa. They were all amazing, he liked all of them for different reasons and they were all differently sexy.

He groaned, feeling his hardness return. He unzipped his pants, pulling them and his underwear to his knees. He reached down and grabbed his cock while his other hand moved down to his ass and started jerking the dick with his other fingers rubbing across his anus. He moaned, his back arching as he thought about the half aliens.

The first his mind went to was Manny, who was half-Tetramand. He imagined himself naked with the guy and bouncing on his cock while his arms and legs were held apart with Manny's four arms with him slamming upward into his ass. Manny was a lot like Kevin, personality wise, although he had a shorter temper.

But then his mind slipped to Helen Wheels. She was cute, slightly excitable and very smart. He imaged the two lying in their sides, holding each other close as they kissed and gently rubbed each others bodies sensually.

Then there was Peirce where Ben saw himself bouncing on the man's dick with both grunting since they had to watch the spikes. And so they had to be careful, Peirce moving slowly with Ben on him.

And then there was Alan, the first one he met. He saw himself being fucked in a barn by the hybrid while overhearing Kevin and Gwen calling his name while he was getting harder at the idea of being caught by them in that position. Alan's hands were also on his hips, his hands heating up lightly. Teasingly.

In the real world Ben moaned, his fingers curling inside his anus as his cock twitched and he came all over his hand and stomach.

"Ben! You gotta see this!" came Gwen's voice from outside his door while banging on it.

"W... What?" Ben mumbled, blushing as he panted. Gwen had caught him as he .finished cumming, his body still weak from the feeling of euphoria that filled his body

"Get out here! There's something big you gotta see on the news!" Gwen called, Ben pulling himself out of bed slowly.

"I'm coming!" he called back while grabbing a towel he kept nearby to quickly wipe the excess sperm off before getting his pants all the way on and opened the door and followed Gwen to the living room.

*time skip*

"No...way." Ben muttered, staring at the TV as he, Gwen and Kevin huddled around it.

On the news was Michael Morningstar, but not with his mask and in black clothes, but as his old self! Tanned skin, blonde hair, handsome face. He looked normal!

"I said the same thing." spoke Kevin with his arms crossed as people were taking photos of him while he was at City Hall for some announcement.

"So everyone is welcome to these parties you are setting up, Mr Morningstar?" The reporter asked.

"That's right, if they know where the address is and are willing to dress nice for the evening, then all are welcome to come and have a good time." The teen said with a playboy style arrogant smile. "So come on down and bring your friends, especially beautiful young ladies." he winked at the camera.

And so the news segment ended.

"Unbelievable, just unbelievable." spoke Gwen shaking her head.

"Yea." Ben nodded, gulping lightly.

"Well this is a big trap, so when are we heading out?" asked Kevin turning the tv off.

"Ben and I will use ID masks and sneak in." Gwen nodded. "You stay back and give us some time to see if we can find anything, but if we're gone too long take that as a sign to sneak in."

"Got it." Kevin nodded.

"We'll head out later on when it gets dark." spoke Gwen.

"Well we need fancy cloths to." Ben reminded while trying to keep from focusing on handsome Michael was which was hard because he felt like a girl every time he saw a hot looking guy. Or the fact he and Gwen were basically going in a date.

*time skip*

He and Gwen emerged from Kevin's car, Ben in a simple black suit with a green tie.

Gwen was in a form fitting red dress that hugged her body with her hair down her back and with some of it held up with a blue barrette to show more of her face.

Their ID masks made them both look blonde, Ben having grey eyes and Gwen having brown.

"Ready?" asked Gwen.

"Ready." He gulped.

Both of them walked towards the entrance where various people walked in casually with two bouncers on the sides.

"Well here we go." Gwen whispered, holding his hand as they pretended to be a couple to avoid attention.

Ben gulped while trying to remain calm and looked around. He was doing his best to try and focus on finding Morningstar. But all he saw were men and women all mingling in the extravagant hall with all sorts of suits and dresses.

'Just great.' he thought. with a groan. 'If I can just remain calm and keep a close eye out, we'll find Michael in no time.'

"We should dance." Gwen whispered. "We need to blend in with the others and make sure Michael doesn't suspect something."

"Okay." He gulped.

They faced each other with Ben putting his hands on Gwen's waist with her hands going on his shoulder and started to slowly move together in the middle of the room with other couples around them.

"This is awkward." Gwen whispered gently, giggling as they danced romantically. "Hope our parents don't find out about this. They'd kill us."

"W-Well it's just a ruse, so I don't think they'd go that crazy." he whispered while trying to keep from blushing. But he wanted to confess, as they danced around the area. He wanted to kiss her. He wanted to hold her close, confess what he felt for her and Kevin. Wanted to confess he wanted Gwen to dominate him, wanted to worship her body. That he wanted to be her's. That he oddly loved her... But he knew he shouldn't. "Gwen... I..." He whispered before he shook his head and corrected himself. "H... How are things with you and Kevin?"

"Pretty good, why do you ask?" she responded.

"Just curious... You are one of the most important people in my life, Gwen. I want you happy." He smiled.

She smiled. "Well thanks Ben, I really appreciate that. But if you're worried you don't have to be. I'm a big girl now and me and Kevin are doing great. But if it makes you feel better, if something happens, I'll tell you first, deal?"

"Deal." Ben smiled lightly.

"But... To be honest..." She said, looking to the side. "Our... Intimate sessions aren't going as well as we wanted. We both like being in control and it makes it awkward and less fun."

"... Didn't need to know that." Ben whispered lightly, blushing, but Gwen either didn't hear or couldn't stop herself from continuing.

"I mean I like his rough personality, but I also don't wanna feel helpless when we do it. And he won't let me be on top that much cause I think it hurts his pride." She spoke. "And he loves anal but he's too damn big for me. And I love that thing but I want to just... Enjoy. I want to mold the sex my way, even though the sex IS amazing I want more control. And he just wants to pin me down lightly and pound away. We are almost exactly the same with the taste of sex but our taste of sex does not work well with someone who likes the same flavor. I love him, the sex is just SO good, but I wish he could just be a bit submissive every now and again."

Ben blushed as he imagined Gwen dominating Kevin in a dominatrix outfit, him pounding away into her while she moaned, and even saw a picture of himself eating her out while he fucked his ass. "... Got that out of your system?" He asked nervously, coughing lightly.

"Yeah, sorry if I gave you some weird stuff." she sighed. "I've just been holding that stuff in and needed to vent a little to someone."

"Yea... Stuff with Julie has been... Awkward." He smiled lightly.

"Well I told you about my problems, mind if I hear what's going on with you two?" Gwen smiled lightly.

"Well...with heroing and her tennis practice, whenever we try something, I'm too tired to get in the mood." he replied while not mentioning how he had also been too stuck on his interest in Gwen and Kevin to really get it up for her. Plus she was just so... Vanilla. It wasn't bad but she was so basic and refused to try ANYTHING different. Heck, she even refused about either of them orally pleasuring the other. He on the other hand had so many ideas to try that he was sad he couldn't try them out on another person.

And while the sex was... Good it was nothing compared to what he felt with others. Any other.

"Sorry to hear about that." Gwen frowned, resting her chin against his shoulder almost romantically.

'Woah, if Kevin were here would he feel jealous?' Ben thought, holding Gwen close as the two just danced.

"... If she tries complaining you should leave her." Gwen said sadly. "I don't want to sound mean or anything but I do."

Ben blushed and nodded. "W-Well, I'll keep that in mind." He felt her body close to him. And he was sure this was romantic. 'Should I take a chance and rub her back or would she think we're too close already?' He thought nervously, his face a bit red as he felt so uncomfortable. But at the same time... He imagined dating BOTH Gwen and Kevin. Being the buffer in their sexual relationship while also just sharing the love. It felt so... Alluring. He felt his body get warm at the idea and he began to sweat, worried he might get hard and Gwen would feel it. When...

"I see him." Gwen said suddenly.

Ben blinked and felt relief while following her gaze to see Michael mingling with several girls with a smile. Ben blinked, taking in the sight silently. Something seemed... Wrong about the sight.

"I'm shocked so many girls are swarming him considering what he use to look like." whispered Gwen. "Or even forget what he's done just to look that way again."

"We don't know what he's done Gwen." Ben reminded. "But something seems off with the girls. They are blushing a lot and... Look at their eyes."

Gwen looked closer and saw the way they touched Michael by the arms or pressed up against him while their eyes looked hazed over and looked like they were feeling horny. "Yea. Something's weird." Gwen frowned. "Why are they fawning over that stupid sexy bastard with that gorgeous windswept hair, those beautiful blue eyes and that hot body?" The two's eyes suddenly widened, Ben knowing something was up and Gwen because she realised what she was saying. They quickly looked at each other, Ben noting that Gwen's face was getting very red and her eyes were beginning to haze over with pure lust. "B... Ben! We... I need to get out of here!" She whispered desperately.

"I agree." he replied before grabbing her hand as they turned and headed away and out the door as fast as they could through the crowd. When suddenly, near the front door... Gwen pushed him into a hallway, into a small closet.

"B... Ben... I... I can't take it." Gwen panted, the lust too much as her pussy juices clearly dripped down her leg. "I... I'm sorry but I need it... I need you... Please?" She begged lightly, kissing his neck.

"G-Gwen?!" he blushed red at the move while her hands moved across his chest and he could hear her panting and face turn more red. But... He might not have this chance again. And he was sure she'd forgive him since she was asking for it... so he kissed her.

She closed her eyes and wrapped her arms around him while pressing her body against his with his hands moving down her back.

He rubbed her body, happy he could finally live his dream as he slowly unzipped her dress.

Her hands moved to his tie and quickly undid it and tossed it aside before unbuttoning his suit.

Ben left the dress at her hips, breaking the kiss and staring at her bare chest in amazement.

Touch them..." she urged cupping them while panting. "Do it!" She all but ordered when he didn't do it right away, Ben grasping her breasts and squeezing. "Oh yes!" She purred gently, licking his chest. "Play with my breasts, like 'em?"

"Y-Yeah." he nodded while giving them a hard squeeze while her hands went down to undo his pants frantically.

She reached inside, rubbing his quickly hardening cock. "It's so big, so nice and hard." Gwen moaned seductively. "No where near Kevin's but if I wanted anal, you'd fit perfectly." She purred, rubbing him rhythmically and seductively while Ben pulled her dress down further.

"W-W-Well...wanna try it?" he suggested both to try and go with this and see if she'd let him.

"Anal? Yea, I want you to fuck me." She moaned, pushing him against the wall and jumping up a bit with his cock resting between her ass.

'This is really happening!' Ben thought happily, sliding into her ass once she moved her panties out of the way. He groaned from the hole clenching around him while Gwen let out a moan with wide eyes.

"Oh fuck!" She moaned, bouncing against him as she controlled the pace. "I finally have the right cock up my ass!"

"Gwen!" Ben moaned, almost feminine-like as he held her ass and let her fuck his cock. "Your ass is so tight!"

"You're so cute." She moaned, cupping his cheek as she fucked him. "You're handsome and girly at the same time!" She kissed him happily, moaning as the two moved quickly and passionately yet full of love even if Gwen was being controlling but that somehow made it even better.

'Damn is she hot! If she remembers this it'll be awkward, but if she's not mad maybe...oh fuck I could fuck her like this again!' Ben thought, that mere idea making him grow close to cumming.

"Don't... You dare cum first!" She snarled lightly, possessively as she bit his collarbone leaving a small mark.

"AH!" he jumped while just made his cock push into her deeper and get a louder groan from both.

"So good." She whispered. "Hold it in Ben, I wanna savor this as much as possible!"

"B... But I... I wanna cum!" He groaned/begged.

Gwen growled and made Ben look her in the eye. "If you don't hold it I'll jam my hand up your ass and make sure you can't walk straight for a month!"

"But..." Ben whimpered gently.

"Hold. It." She groaned, feeling her own limit grow closer.

Ben groaned and tried forcing his limit down as best as he could, but with how fast she was bouncing on him and how tighter she was getting was making it really hard.

Suddenly Gwen moaned and shuddered, cumming with her juices spraying Ben's stomach.

"GWEN!" Ben moaned, cumming hard and filling her ass like a geyser.

"OH YES!" she cried out as it pooled into her ass while she made Ben face her and slammed their lips together with a moan.

The two panted and moaned gently, smiling happily gently.

"Wow Ben, that was...amazing." She whispered happily.

"Yea." He nodded. "Your ass is...pretty tight." he panted out.

"... Don't breath a word of this to Kevin." She whispered into his ear before she pulled off and got on her knees.

"S-Sure." He nodded, Gwen licking his dick.

"I'm serious, let me just clean you up here and we can get back to him and go over what we found out." She purred.

"O... Okay... Promise." He gulped before gritting his teeth as he felt her tongue move around the sides to lick up the cum that stayed on and tried not to moan out loud. And then suddenly he gasped, feeling his cousin's finger teasing his back hole.

"Ya know, one thing I've always thought to myself was you could pass for a girl real easy if you tries." Gwen smirked as Ben moaned. "I bet you'd even like it if I did this." she started to push her finger into the anus.

Ben's legs got weak as he moaned deeply, cumming on her face.

Gwen was surprised as the cum spurted on her while noting how much his ass tightened around her finger. "Oh... Wow." Gwen grinned. "Looks like someone really likes something up his butt."

Ben blushed, panting in ecstasy.

Gwen took a moment to lick the cum from her face and grabbed a small towel to help with any spots she missed. "You're my bitch now then, cousin." She smiled once the cum was off her face.

Ben blushed hearing that while Gwen stood up and started putting her dress back on.

"Well, you gonna get dressed?" She grinned, zipping her dress up.

"Oh! Y-Yeah." he spoke with embarrassment before he started get his pants and suit back together. Even as he looked at her beautiful body.

*Time skip*

"So... What happened?" Kevin asked, the three back at Ben's house.

"Well something was off. The girls around him were acting like a bunch of horny sluts." remarked Gwen.

"And yet they didn't ACT like it. I mean body language." Ben added. "It was like they were holding themselves back in some insane way. Or more like someone was holding their body back like some sort of puppets."

"You sure they weren't just fangirls of his or something?" Kevin asked .

"Kevin. I was feeling lightheaded and horny, wanting to jump his bones." Gwen frowned, leaving out some important information. "It disappeared when we got far enough away but he's someone controlling women, probably draining them of their life force to become like that."

"Meaning this whole front is just an excuse so he can drain people without them even realizing it. That means he hasn't changed one bit." frowned Ben.

"We need a way in but..." Gwen whispered, looking down. "We need a girl to get in there... but ANY girl we send in there will be enthralled by him."

"So we are shit out of luck." Kevin frowned before their eyes widened and they turned to Ben slowly.

"What?" Ben blinked, neither stopping their stare making him realise what they were implying. "WAIT, WHAT?! NO! NO! NO! NONONONONONONONONO!"

*time skip*

Ben groaned as Gwen held different cloths against his body, the two out shopping for female cloths for Ben. Just a single fancy dress and suitable extra cloths. "Why does it have to be me?" He grumbled.

"Because for one you're a guy so he won't be able to get to you, and second, your slim enough to where all you need is a good dress, some makeup, maybe new hairstyle, and you could pass as a whole new person." Gwen listed off. "Besides, Kevin is too 'manly' to pass as a girl."

"Can't we just try and use something else? Maybe I could sneak in as Goop and skulk around the place." Ben offered.

"Again. Any other girl would be controlled. And that MIGHT include your aliens, we can't risk it." Gwen replied.

Ben sighed while Gwen pulled out a clear white dress and held it up to him.

"Hmmm... Too see through but I might buy it off you for private." She winked.

Ben blushed while dreading cause on one hand he was nervous being dressed in front of people, one of their enemies too, but on the other hand he was a little curious to feel what one of these would feel like.

That was when a green knee length dress was held in front of him and Gwen gasped.

"It's perfect!" She gasped.

"Won't he notice the familiar shade of green?"

"Darn, you're right." She pouted. "Then I'll get this for later." She said, grabbing other dresses.

'Although it does look pretty good.' Ben groaned, looking away as dress after dress was put in front of him.

Soon she held a similar dress that was black and looked smooth along the fabric. "Now this is the one." She smiled as they walked to the counter with some extra dresses. "You can borrow some of my shoes and we'll go to another shop for extra stiff. What do you want: stockings, pantyhose, fishnets or something else?" Gwen smiled.

Ben gulped with a blush. "Um...maybe stockings." he muttered.

"Okay, I should have some that should fit you." Gwen nodded with a smile, the two reaching the cashier who was scanning the cloths. "We'd like to purchase these dresses."

"I guessed that." The cashier nodded, having clearly heard everything.

'Oh god.' thought Ben while the cashier rung up the items and Gwen handed her the money.

Gwen took the bags, smiling as she dragged Ben away. "When we get home I've got a spell that'll really help get rid of some of your extra body hair."

"Okay." Ben mumbled in pure embarrassment.

*Time skip*

Ben was sitting on a chair, Gwen standing in front of him as she slid the stockings and heels into his legs after she had done his makeup and hair.

"I gotta say this really does compliment your legs, you should wear these a lot often." She lightly teased, stepping back to take a good look at her work. "Alright, stand up and try to adjust to the heels and look at yourself in the mirror, see what you think." She smiled.

"Okay." Ben nodded, standing up. He wobbled for a second from being unused to the balance change his new shoes provided him but he was able to correct himself and turned to Gwen's full body mirror. The short black dress topped near his knees and showed his clear smooth skin thanks to Gwen's spell and saw the dress hug his body to where he felt one wrong move might tear and he'd be naked. But at the same time it emphasised his curves in a way that made them look even sexier. And then there was what Gwen did to the rest of him.

Some blush was added to his cheeks with some purple eyeshadow, longer eyelashes, and his hair was longer thanks to another spell and styled with the back draping down his back and some from the front covered his right eye partly.

"I... Wow." He whispered in amazement.

"See? And with some added fluff in the front you'll pass as a woman full time." Gwen teased, hugging him from behind.

Ben blushed while imagining himself with breasts while winking. And yea he thought it was hot. "Um, just how much padding are we talking?"

"B cup." She promised. "Modest, but noticeable."

Ben nodded, hoping he could do this... Before he asked something. "Were the panties necessary?" He asked.

"Of course. The more you feel like a girl, underwear included, the more you can pull off acting like one in front of him." Gwen winked. "Now let's hear your best girly voice."

"H... He... Hello." Ben stammered in a cute feminine voice.

"Come on, try a little higher." Gwen urged.

"Hello." spoke Ben trying to go higher.

"Nearly there! And don't force it!"

"Hello!" Ben said cheerily and girly, trying to be calm and just speaking from the heart. His eyes were closed as he tried to say that and when he opened his eyes he saw Gwen looking at him wide eyed. "What?" He asked nervously, not noticing he was still using that voice.

"... That was perfect." She whispered happily. "You sound just like a woman."

"Really?" He asked in worry and with a blush.

"Yeah, in fact, I have an idea." smirked Gwen. "We can have Kevin's reaction and see if he can tell who you are. Just keep your back to the door and I'll bring him in."

"O... Okay." Ben squeaked nervously.

Gwen left the room and saw Kevin waiting in the living room. "Hey Kevin, can you come here for a sec?"

"Sure." Kevin shrugged, following Gwen into the room with her opening it and he saw a figure in a black dress with long hair facing away from them. "Huh?" Kevin blinked in confusion. "Gwen? When did you bring a friend over?"

Gwen grinned, waiting for Ben to speak and to see Kevin's reaction. "Meet B... Jen, Kevin." She said, saying the first female name she could think of after she nearly spoiled her joke.

"H-Hello, Kevin." spoke Ben in his female voice.

"Hey." Kevin blinked at the sexy female voice. 'Damn, really wish Gwen introduced us sooner.'

Gwen was holding back her laughter as she watched. "She's been real 'eager' to meet you."

"Really?" Kevin blinked.

"Yeah, I told her all about you and she's wanting to meet you in person." Gwen said, holding back giggles. "Come on Jen, turn around and say hi."

'Jen' slowly turned around where Kevin could see 'her' face.'

"Wow, real pretty friend you got there Gwen." Kevin complimented.

'Jen' blushed while feeling happy hearing that since it seemed Kevin couldn't recognize him at all!

"But... Why is she here?" Kevin asked. "You planning on a threesome or something babe?" He asked Gwen.

Gwen giggled and had to cover her mouth. "N-Nothing like that, but don't you notice anything?"

"Huh?" Kevin blinked. "No, why?"

That made Gwen snicker harder while Kevin felt lost.

"What?" He blinked.

"It's Ben!" Gwen giggled.

"What!" cried Kevin with wide eyes while Ben blushed brighter.

"Hi Kevin." Ben mumbled.

"W...Wha...who...huh..." babbled Kevin who was blown away.

And he passed out.

"Whoops, guess I went a little overboard." Gwen giggled. "Time for you to get to the ball, Jen."

*time skip*

Ben took several deep, calming breaths as he entered the party later that night. He had adjusted a little bit to the heels, but that didn't change the fact they were squeezing his feet. Maybe he should have gotten a size larger? Because they did make him feel better.

'Just try to find out anything to explain what's going on and keep in character.' He told himself, walking through the party while trying not to bump into anyone or draw attention to himself.

Although he did noticed that people WERE looking at him and chatting lightly.

"Wow, who's she?"

"She's hot."

"Damn, look at that body."

"Bet she'd be an awesome fuck!"

Ben ignored the talks, a small blush on his face, as he walked through the party until he spotted him. Morningstar. He was still surrounded by several girls who seemed eager to take their clothes off on the spot.

Ben took a deep breath and nodded, he was ready. He started walking towards Michael while trying to keep calm and reserved. 'You can do this.' he thought, standing behind the energy drained and taking a few more calming breaths before tapping Michael's shoulder.

"Hmm?" he turned to face 'Jen' before smiling. "Well hello there ma'am, what can I do for you?"

Ben blushed at that, also recognising that Michael was staring at him like how he looked at Gwen. He made sure he kept the female voice before responding. "I-I just wanted to ask if you would perhaps like to spend the evening with me for some time."

"Of course." He grinned while taking 'Jen's hand much to the jealousy of the girls around him before he lead him past them.

Ben gulped and blushed, following him. 'Alright, so far so good.' He thought, feeling confident as he kept up the act but curious about what Michael was leading him. "Um, excuse me, Mr. Morningstar." Ben asked nervously, keeping up his girly voice.

"Yes?" he asked with a grin.

"Where are we going?"

"How about my room?" He grinned cockily.

"W-What?" 'Jen' blushed. 'Oh god, is he wanting us to go at it?!'

And so they entered the room, 'Jen' staying calm... And noting a weird object in the room. It looked like a small old doll made of rock with its eyes looking red. "What's that?" He asked.

"Oh just a little souvenir I found on one of my trips to Africa. I think it really pulls the room together."

'What is it?' Ben thought while jumping as he felt Michael move his hand across the crossdresser's back. Ben froze, gulping a bit. "W-W-What are you doing Mr. M-Morningstar?"

"What you want, babe." He grinned while his hand trailed down and stopped at 'Jen's' ass and started rubbing it. "So... How about it?" He smirked.

"U-Um...go ahead." Ben gulped in fear.

Michael obliged while giving the firm ass a squeeze and saw 'Jen' jump. "I'm surprised I never saw a beauty like you around town? Did you just move here?"

"I... Yea. I'm... I'm visiting my uncle." 'she' nodded.

"Then tell me, have you ever cut loose and gone all the way?" he continued while giving 'her' ass a pinch.

"N... No." 'Jen' blushed.

"Then I guess I'll show you ALL the ropes." He grinned while reaching down and started to pull the back of the dress up.

'Jen' froze as her ass was shown.

"Oh? I had no idea pink was your color." Morningstar grinned seeing 'her' panties before noticing something seemed off about them. "... Huh?" Morningstar blinked seeing some bulge in between the legs and reached out to poke it.

'Jen' jumped forwards awkwardly.

"Wait a sec! You're not a woman!" Michael Morningstar yelled.

'Shit!' he thought before jumping away from Michael before quickly moving the omnitrix to him and dialed in an alien before slamming down. He didn't even look, being surrounded by light.

Michael scowled with his hands glowing with energy. "Tennyson!"

Ben had became a rock looking female alien. She had a curvy body with c cup breasts, her body made of purple rocks with hands hands and feet made out of a glowing purple gem. She had a single green eye, a pink rocky 'faceplate' and glowing pink crystals poking out of her back lightly.

She saw Michael's angry expression and was surprised to feel she wasn't getting hot or warm like the other women. 'So... It doesn't effect my aliens?' she thought with a grin. 'Seems like Chromastone isn't effected and that means it's some energy wave. I just need to find it, but first I gotta deal with this guy.'

So she fell to her knees and moaned, a hand over her heart and the other between her thighs but not touching anything.

'What is he doing?' thought Michael caught off guard.

"I feel... So hot...What are you doing to me?" Chromastone said, playing a part.

'Wait, is the statue working on her now? Hmm, if that's the case, I can use this chance to make her my slut before getting rid of her.' Morningstar grinned, falling for it. "That's all the statue's fault. It lets out a wave of energy that makes any women horny and hot. And with a little of my blood it makes them weak kneed for me. The easiest thing to seduce a woman besides being a pretty face." Michael smirked. "And it also gives out a LOT of energy, it's amazing. I haven't even absorbed it all and it'll last a while but it was enough to keep like this."

"I... So amazing... You sexy stud..." She moaned, her hands moving to rub her breasts and vagina.

Michael reached down and undid his pants with his cock flopping out. "If you think so, then come over and suck on this.

"No mouth." She said, pointing at her faceplate.

"Then you can use your chest instead."

"They're rocks." She replied nervously. "Will they even feel good?"

"We won't know unless we try. Now get over here."

She nodded, pushing her breasts around around his cock.

He hummed since they were soft yet the texture also felt a little rough.

"Do... They feel good?" Chromastone said 'innocently' as she massaged his cock.

"Oh yeah, a little rough, but soft enough. Move them faster." he ordered.

'Just get ready asshole.' Ben thought as Chromastone upped the pace of her boobjob, the length making her wet as her wetness dripped to the floor making a small puddle as she pleased Morningstar. 'When I'm done you're gonna get a stone where the sun don't shine.'

She controlled herself, holding her lust back before the blonde suddenly groaned and came. Her face was covered with the sperm while inwardly chuckling at how fast he came.

"That was good." He commented, panting. "Now let's see if your slutty hole is just as good."

Chromastone got into her back, spreading her pink pussy which looked to be fleshy and was flowing lightly in the light.

Michael got on his knees with his cock fully stiff and reached down before sticking a finger in her. "Tight." He commented as he moved it in and out while feeling more of her juices drip out. "And it seems soft enough." He nodded.

"Put it...in..." Chromastone said nervously, pretending to be shy.

"Gladly my dear." He reached down, sliding into her pussy. He groaned from the snug feeling while she let out her best imitation of a sensitive moan.

"I never imagined a cock could be so big!" She fake moaned, internally disappointed his cock was so small. 'Wow, for once I actually want a fucking to get over with as soon as possible.' she thought, and she was lucky as he moaned and came after a few thrusts.

"Ah, wow. Now that was amazing." Morningstar panted with a cocky grin.

"More like boring." she remarked. "You barely lasted a minute."

"... WHAT?!" he yelled, blinking in shock, as Chromastone shot a blast of energy at the statue making it lose its light glow. "B-But you were suppose to be under it's control!"

Chromastone absorbs energy. Nullifying its effect." she smiled before she sucker punched him, knocking him out. She stood up and let the sperm drip out and sighed. "Normally I'm fine with sperm, but with this much it's barely anything. Be thankful I don't just toss you out...there." she stopped before getting an evil idea. "Oh, that's perfect." she grinned. She grabbed him by his suit and dragged him out while we cut back to the party at hand.

Everyone was having fun... when 'Jen' walked in carrying Morningstar.

"You're the worst man ever! You think I'd let you have your way with me just because this is your house! Pervert!" she cried out loud enough for people to turn as she dropped him on the floor and stamped away.

Everyone began to talk about what was going on, especially since his pants and underwear was at his ankles. Giving all women a clear view of his tiny cock and finding it laughable while all of them there wondered why they even wanted to fuck him in the first place.

*with Ben*

Ben sighed as he walked through the night air, the statue in his arms. Everyone had been so preoccupied with Morningstar that no one noticed he had it. 'I'll have Grandpa look at it later.' he thought. while shivering. 'Man, this dress is too thin for this time of the night.'

But he felt his manhood throbbing gently under his dress. 'But dressing like this... I... like it. I feel... sexy. Hot... horny.'

But as he walked he noticed some prostitutes and saw he had walked down the wrong street. He blushed, looking around awkwardly.

'I wonder...should I take this chance?' He thought as he still felt so hot. 'Well no one should see who I am, plus it'll help me get rid of this boner.' He thought. 'And Michael didn't satisfy me.' "Um, excuse me?" he said to a random, yet beautiful, looking woman.

"Yeah? What is it?" she asked boredly while looking at 'Jen'.

"... Can I... You know." He trailed off, although he didn't know what exactly to say.

"Let me guess, you need someone to scratch your itch right?" He nodded at that. "Well that depends, where do you want it?"

My ass." He whispered.

"Oh? Well that's gonna be seventy bucks." The woman shrugged .

"Oh... Okay." He nodded, reaching into the bag he had pulled out his wallet. He pulled out the money and handed it to the woman who slipped it in between her breasts.

"Well, where to?" she smirked.

"Um, down there is fine." he replied pointing to the nearest alley.

She nodded, reaching into a bag she had next to her and pulled out a strapon before she followed him into the alleyway.

Ben stopped after some time while seeing her fit the toy around her waist. The dildo was black and about eight inches long, four inches thick. A nice good size without nearing 'too big'.

"What position do you want babe? Bouncing against me or doggy against the wall?" She asked.

"Um, against the wall." Ben gulped, getting into position.

"Okay then." The prostitute nodded, throwing his skirt up revealing his ass before pulling his panties down "Wait... You're a crossdresser?" She blinked in shock.

"Y-Yes." Ben blushed.

"... Well you payed." She shrugged, spitting onto her hand and rubbing it into her fake dick. "Just remember, I tend to get a little rough."

"I... Kind of want that." He blushed and nodded as she spread his asshole.

"Ask, and you will receive!" she grunted as she started pushing the fake cock into the ass.

Ben gasped and moaned, feeling his body happily accept the cock.

"Who would have guessed I'd be fucking a crossdresser this late at night. You must have been hard just walking in this dress." The prostitute grinned, pushing the dildo all the way in watching Ben whimper and moan at each small movement of the dildo. "This your first time? Because I can barely move." She asked as she began to thrust her hip.

"Y-Yes!" he moaned out gripping the wall while feeling his ass feel the dildo with each movement. It was painful but oh so good! He felt his cock twitching with each thrust... And then she began to pick up speed, thrusting in and out of him faster.

"Well then I'll make sure you feel every inch with your tight ass!" She smirked, hands tight on his hips. "And fuck, you have an amazing ass! And you're a GREAT crossdresser, I had NO idea you might have been a guy till I saw your cock! Which is a nice one, by the way!"

Ben moaned louder with each praise while slowly feeling his head go blank from how good it felt to get something in him while he was still in his natural form. His eyes began to roll up in his head, his tongue hanging out as he moaned. "Oh yes! It feels so big and good!"

"You're so slutty." The prostitute commented, thrusting harder. "And wow is that hot!"

"Faster!" Ben moaned, his cock twitching faster and faster.

The woman obliged while moving a hand down and started rubbing his dick.

Ben gasped and moaned, his back arching in ecstasy. "Oh god! I'm gonna...gonna..." He mumbled before his seed shot out and hit the alley wall. He arched his back while riding out the pleasure and his eyes rolled in the back of his head. His body rocked in ecstasy, moaning as he had a fucked happy smile on his face.

The woman slowly pulled out while Ben fell to his knees with more of his sperm spurting out and he panted without losing the smile.

So... Good..." He mumbled with a pleasured grin.

"Need anything else or will that be all?" The prostitute purred, poking his cock.

"N...No..." he got out through pants.

No? Is that all or do you want more?" She smirked.

"...well...maybe a blowjob." he admitted seeing his cock still rigid.

"Oh? So you went a COMPLETE sissy." She commented, getting on her knees and taking his cock into her mouth.

Ben groaned out and leaned against the wall while feeling the pleasure run up his spine. He put his hand on her head, enjoying the suction. He forgot he was even buying her services since his mind was focused more on the pleasure. He loved the feeling, soon cumming.

The woman swallowed it while using her tongue to lick up any sperm left on the tip before pulling away.

"Th... Thank you." He mumbled happily.

"No problem, and considering that was pretty fun, I won't charge you for the blowjob." She smiled.

"Wait... Really?" He gasped in a bit of shock.

Yeah, but just this once." She nodded.

"O... Okay." He nodded, pulling his panties up slowly.

"Just be careful. With a tight ass like yours out here at night, you might get jumped." she teased.

nodded, even if that thought made his cock twitch for a second. After getting his form back together he left the alley and headed on home.

He felt a bit ashamed of what happened. 'I just paid a hooker to fuck my ass.' He thought in disgrace, sneaking inside. He made sure no one was awake and headed to his room. He went to his room and stripped naked, falling on his bed.

'What I need is a good night sleep.' He thought, falling asleep.


	6. Chapter 6

Ben 10: a feminine change

chapter 6

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Ben was laying on his bed just staring up at the ceiling. After what had happened to him last night... He was unsure about himself. He didn't know if he liked fucking Gwen more than when he was fucked and it was driving him absolutely nuts! Was he gay? Was he straight? Was he submissive or dominant? He was so confused!

'I swear I'm gonna lose it if I don't figure out SOMETHING.' He thought with a sigh.

That was when Gwen walked in "Hey Ben, whatcha doing?" Gwen asked, sitting next to him and holding his hand gently .

"Huh? Yea, I'm fine." He nodded.

"You sure? You look like you've been bothered by something." She frowned, laying down next to him and gently pushing their bodies close.

"Y-Yeah." he blushed while not moving away from the closeness. "I just... Just a bit of an existential crisis." He sighed, rubbing her back and bringing it down closer to her ass.

"Wanna tell me about it?" Gwen asked, resting her head on his chest.

He sighed while putting his hand near her ass. "It's about what's been going on, like what just happened before."

"You mean when I made you my bitch?" She teased gently.

Um, yeah." he nodded with a blush.

So, what's wrong?"

"I've just been thinking. On one hand I liked being dominated, but at the same time I like using my dick. It's like...I wanna enjoy being treated like a guy and girl." Ben explained as best he could.

"Ah. You're bi." Gwen nodded as if it didn't require any thought.

"Wait, what makes you say that?" Ben blinked in shock, blushing.

"Well if you wanna have both halves of what it means to be a boy and girl, then that makes you bi." Gwen explained like it was obvious. "You like guys and girls, so you're bi. It's nothing weird or unknown about."

"Really?" Ben blinked in confusion.

"Yeah, just give it some time to sink in and you'll understand." Gwen explained, kissing him gently.

"Alright, you're the bookworm so I'll trust you." he joked while hugging her.

"Quiet or I might have to buy a strap-on." She teased. "Of course you might like that, wouldn't you?"

Ben was blushing, not denying it at all.

"That's what I thought." Gwen chuckled, straddling his waist. "Don't worry, I'll let you pick it out." She teased before she kissed him deeply.

He wrapped his arms around her and kissed back while rubbing her ass.

You like my ass?" She purred. "Because it loves you deep inside it."

"W-Wait Gwen." he spoke with uncertainty. "I'm not sure if we should do this. I mean, it's basically cheating cause you're still with Kevin."

"... I know." She admitted. "But I know he has wanted to fuck your ass since he saw you all dressed up. And I love being so dominant with you, and actually having a cock that feels good in my ass since Kevin is too big for there."

"Well-wait, Kevin's wanted to fuck me?!" Ben gasped and blushed.

"Yea." Gwen shrugged. "He'd never say it, or tell me, but I've heard him talking in his sleep sometimes. About plowing 'Jen's ass." She said, Jen being the fake name Ben used when he went undercover a few weeks ago

Ben blushed hearing that and started imagining him and Kevin doing that which just added to how much he was feeling aroused.

Gwen gasped and grinned, feeling his hardness press against her thigh near her panties. "Wow, someone is like a nympho." She teased, trapping his covered harness between her thighs and started to give him a slow thighjob. "And you said you didn't want us to do this, but you seem more than eager for it."

"N-Not true." he groaned out while shivering at the move.

"Really?" She asked, pulling her blue jumper off. "Are you saying you DON'T want to see my bare breasts?"

"W-Well...I wouldn't say that." Ben blushed, looking away shyly.

"So if I undid your pants and gave you a blowjob, then you'd complain?" Gwen asked, continuing her thighjob.

"...no."

She nodded and kissed him once more before she pulled back and got off the bed. "See ya around, and yes, you can stare at my ass." She winked, grabbing her jumper on her way out.

Ben glanced down at her swaying ass as she left and looked down at his bulge. "Fuck." He whispered gently, knowing he would have to jack one off now.

'Tease.' He thought, undoing his belt. He reached in and grabbed his dick before slowly rubbing it up and down.

*time skip*

Ben sighed, throwing his sheets into the wash after his 'session'. 'I need to have a towel with me if this keeps going.' Ben thought, his phone ringing. Pulling out the green smart phone he saw it was Gwen calling, making him roll his eyes and answer. "Yes my queen?" He asked in a joking tone, holding the phone with his chin and shoulder as he sorted out the fabric cleaners and stuff for the washing machine.

"Ben! We've got trouble!" Gwen said in panic, the sound of cars being crushed in the background heard.

"What's going on?" he asked as he stopped and listened with seriousness.

"Just get down here!" She called. "Kevin's garage! Now!" She said, hanging up.

"Shit." he rushed to get all tidied up before bolting out his house. He ran, cursing as he wished he had a car or bike as he rushed to Kevin and Gwen's aid. He dialed in an alien and slammed down before changing into Jetray. With a flap of the female aliens wings/arms she took off in a massive burst of speed.

'I hope they'll be alright.' She thought, zooming towards the garage. She landed and looked inside to see Gwen backflipping away from...Kevin? "... Did Kevin not like your idea?" Jetray asked in a deadpan.

"Ben this isn't some joke!" Gwen snapped. "Someone's controlling Kevin! He isn't talking and is just attacking me randomly!"

"RAH!" roared Kevin who grabbed a tire and chucked it at Gwen.

Jetray's eyes widened, shooting her eye beams and destroying the tire.

Kevin absorbed the wall's traits and grunted as he picked up a moveable tool bench and chucked that next.

Jetray darted forward, kicking Kevin in the chest while using him as a springboard to fly up high into the air. "Kevin! Snap out of it!"

Gwen held her arm out, forming mana bonds around Kevin while Jetray used her eye lasers to scare him back when he tried to move.

He growled and thrashed in them while Gwen linked the bonds to the ground and walls.

"We've caught him." She said, sweating a bit from having to focus on keeping the mana bonds.

Jetray transformed back into Ben while Kevin growled and tugged against the binds. "What happened?" Ben frowned.

"I don't know. After I came back he started acting weird and then just went crazy. I did a scan and felt another presence on him and that's when I found out someone was using him like a puppet." Gwen explained, focusing.

"Well can you track the signal?" Ben asked.

"I think so." Gwen nodded. "But can you knock Kevin out?"

"Want me to use the watch or go the old fashion way?" Ben shrugged, looking at the watch.

"Best to do it the old fashioned way, avoid wasting the watches charge incase you need it." She nodded.

"Got it." Ben walked over and picked up a wrench and moved over to the still squirming Kevin. "Sorry man." He said apologetically, hitting him over the head and knocking him out.

"Alright, this'll make it easier." Gwen nodded, undoing her binds. She walked over and held her hands on Kevin's head while her eyes started glowing.

Ben stood next to her, waiting patiently.

"I've got it." Gwen said, her eyes opening.

"Who is it?" Ben asked.

"... It's Hex." She sighed.

"Hex? But we beat his butt when we were kids." Ben frowned.

"Clearly he's back." Gwen rolled her eyes.

"Well can you pinpoint him?"

"Give me a sec... Found him." She nodded. "A few miles due East and staying still."

"Let's go." Ben nodded.

"Stick close, I'll teleport us there." She explained, Ben moving close.

"Got it." He nodded, putting a hand on her shoulder before they glowed pink and disappeared from the spot.

*outside of town*

They reappeared near some forested area.

"Come on out Hex!" Ben yelled looking around the trees before Gwen sighed and covered his mouth.

"Shut it." she deadpanned. "We need to be quiet, but if you yell then they probably heard us. Wouldn't be surprised if they sensed up as soon as we got here either."

Ben huffed but nodded.

Both of them walked around while in a wooden cabin a little bit away is where Hex himself narrowed his eyes.

Hex was man with painted white skin, his face looking like a skull, with loose shaman-style cloths.

"You sensed it too uncle?" Standing behind the man was a beautiful teen girl with long, flowing silver hair and bright purple eyes. She was wearing a purple dress with a pink ribbon around her waist and a black crown on her head, in addition to that she wears black fingerless gloves. At the top of her dress, she has a cerise pink gem with a golden border, and she also wears long dark purple tights. She wore her long silver hair laid out that extends to her thighs, orchid eyes, and very dark purple lipstick.

"Yes, and they're snooping around our current residence as we speak."

"Hmm... If it isn't Tennyson and her kind of cute cousin." Charmcaster noted as she looked over Hex's shoulder at the magic orb between his hands, which showed the two heroes walking through the woods.

"Take care of them, and don't play any games." he ordered without glancing at her.

"Fine." She scoffed, walking away. 'Killjoy.'

*with the Tennyson's*

Both of them stopped and noticed a wooden cabin up ahead.

"Think we found him." Ben smiled.

"Now we need to be really careful, I need to scan around to see if they set up any traps." Gwen nodded, casting a few small waves of mana out as she focused. She noted a few hidden talismans that would set off as alarms near the sides, but nothing close enough for them to trip on accident.

Suddenly bolts of purple-pink mana shot at the two. Both of them jumped at the side as they hit the ground and kicked some dust up.

"Hey." Charmcaster waved as she walked in. "Been a long time hasn't it?"

"Charmcaster!" Ben and Gwen frowned, even though Ben was staring at her chest.

"Since you already found us, guess it's time I get to play with you two instead of that lunkhead." Charmcaster explained. "It's a shame he couldn't grab his pretty little girlfriend, he was who we wanted anyways." She said, grinning at Gwen.

"What for?" she frowned with her eyes and hands glowing pink.

"To drain your magic." She grinned.

"Not happening." spoke Ben who managed to keep focus long enough to dial in an alien and slam down before transforming. In a burst of light he became Swampfire, a plant looking creature. Swampfire's head looked like flames due to the red and yellow leaves with the body being green and curvy. She had a C-cup chest with a thin waist and held flames in her hands.

"Let's go!" Charmcaster called as she shot mana blasts at Swampfire, the alien shooting fireballs back at the silver haired vixen.

The fireballs took the attacks while Gwen herself shot a stream of mana at Charmcaster.

Said woman smirked while projecting up a barrier that took it with ease. "Wow, you still aren't that good at magic." She laughed.

"Shut it." frowned Gwen before she used mana to grab two large rocks nearby and chucked them at her.

Charmcaster moved her arms up, massive mana shields appearing and blocking the rocks before she then shot a large mana blast at Gwen.

"Ah!" she was sent flying back with Swampfire going wide eye.

"Gwen!" Swampfire growled, the flames growing around her as she charged at Charmcaster.

"Aw, did I hurt your wittle cousin?" mocked Charmcaster before floating up using mana and fired several more mana blasts at her.

"Fuck you!" Swampfire growled, dodging the magic and shooting a large blast of fire.

Charmcaster moved to make a barrier, but she saw her wrist shackled to the ground with mana with Gwen back up and her eyes glowing.

"Payback." Gwen grinned, the fire getting closer to Charmcaster... When a barrier of blue magic appeared to block the attack.

"Pitiful girl, can't you do ANYTHING right?!" Hex snapped, floating towards the battle.

"I was gonna handle it!" she snapped before forming mana around her hand and broke the shackle.

"It would seem I'll have to take care of this." Hex then unleashed a large wave of magic that caught Gwen off guard and made her crash into a tree, the red head hitting her head the wrong way and getting knocked out.

"Gwen!" cried Swampfire before running at Hex and took some of the seeds off her before tossing them at his feet.

He saw them land and sprout into large vines that wrapped around him and sighed. "So simple, and pathetic." Hex gave a very small pulse of magic, destroying the vines with ease. He began to flout towards Gwen, picking her up.

"Put her down you bastard!" yelled Swampfire sending a stream of flames at him.

Charmcaster blocked the blast of flames with a magic shield, Hex opening a portal with his magic "Let's go." Hex ordered, Charmcaster nodding and walking through the portal.

"NO!" Swampfire yelled as she charged and tackled Hex through the portal, knocking Gwen out of his hand and away from the portal which quickly closed.

Gwen rolled on the ground with a groan as the landing jolted her awake slightly. She blinked weakly, seeing the forest. And she was all alone...

*Other Side of the magic portal*

Hex and swampfire rolled on the ground before he blasted her off with a force of magic.

Swampfire didn't even get a chance to react, crashing into the brick wall behind her. She reverted back to Ben and was knocked out.

"Insolent little brat." Hex snarled, seeing that when he hit the ground as they exited the portal heavily damaged his staff meaning he couldn't open another portal until it was fully repaired.

"Relax uncle, look on the bright side, we've got something to use as a hostage for her. She'll give herself up willingly." spoke Charmcaster walking over and putting mana binds around Ben.

"And we could make her a maid, as well." Hex nodded as he looked at Ben, having always thought he was a girl just a tomboy.

Charmcaster had to keep herself from snickering cause when she first heard her uncle think Ben was a girl, she was close to telling him the truth, but kept it silent and waited to see if he found out on his own. It was a source of endless entertainment for her, looking at the cute boy she had in the hold of her mana.

'I wonder if that's natural or he worked to look this good. Mmm, that gives me a few ideas~' She thought, picking him up and walking into the borderline castle that was her and her uncle's base.

*Later*

Ben groaned as he opened his eyes, trying to sit up only to discover his wrists and ankles were locked in shackles to the table he was laying on. "W...What the? Where am I?" he asked while trying to tug on them.

"My 'playroom'." Charmcaster's voice said from the shadows in a joking tone.

"Say what?"

"I'm joking Tennyson, it's a just an empty room. Those shackles were taken from the dungeon. I'm not into S&M." She laughed, Ben still unable to see her in the dark room.

"Ha Ha, my sides are splitting." he spoke with sarcasm.

That was when the lights turned on, revealing Charmcaster. She was near naked, clad only in a purple bar with a dark purple symbol that looked ALMOST like a bat and a tight purple thong with a dark purple 'W'-esk symbol. The underwear basically just looked like the cloths she had to wear when Ben was 10 but in a hyper sexy bra and thong combo. She looked elegant, beautiful and sexy as hell.

"Uuuuuuuuuuuh..." Ben mumbled aimlessly with wide eyes, drooling a little as he stared at her body and a hard on that his boxers, the only clothes he was wearing he had yet to realised, could not hide.

"Wow, I knew I had it, but that was faster than how most guys react." Charmcaster laughed with a confident smile, finding his reaction a compliment. Ben blushed while watching her sway her hips while walking over. She cupped his cheek lightly, turning it to look at her face. "Relax, I just brought you here to have some fun."

"W-What kind of fun?" he asked already getting an idea.

Charmcaster blinked before she sighed and rolled her eyes. "What do people who are in this sort of cloths normally do for fun?" She deadpanned. "Please say you aren't that naive."

"No," he frowned. "I was just being sure instead of jumping ahead to the wrong conclusion."

"Oh?" She smiled. "So... You think I'm hot and want to fuck me?" She teased.

Ben blushed and couldn't say no cause his boner was clear as day, but he couldn't say yes cause then he'd be giving into lust when he needed to get out of here.

"My uncle will throw you out, or use you as a bargaining chip, once he finds out you're a guy." Charmcaster explained as she saw his face and worked out what he was thinking. "You're cute and I want sex, so why not have some fun?" She shrugged.

"Wait, he really thinks I'm a girl? As in this entire time?"

"Yep!" Charmcaster giggled. "It's been years of entertainment for me."

'Did I really seem girly girl a few years back?' Ben thought bitterly, looking away.

"Don't be like that." she teased, kissing him.

His eyes widened at the sudden move while Charmcaster slowly climbed over him on the table. But he soon kissed back, not wanting to deny the hot girl lying atop him.

'I'm gonna turn this guy into a mess.' Charmcaster thought happily, knowing she was in for a wild ride.

Ben himself moaned as Charmcaster started pushing her tongue into his mouth with it wrestling against his own as her hand slowly moved across his chest.

'He's got some nice muscles.' she thought, enjoying the feeling as she smiled and moaned. 'But still slim. He really does look like a girl from a distance.'

'Crap! I can't get excited, I need to focus on the major issue, which is to get back to Gwen.' Ben thought, worried about his cousin... And yet his cock was so hard it was almost painful.

Charmcaster pulled back and started to slide her hand down near his boxers. "That looks like it hurts." She hooked her first two fingers around the waistband, her fingers having purple nail polish, and began to pull them down to free his cock .

"Ah!" Ben sighed in relief as his cock was freed, flopping out as it was released from its prison.

"Wow, bigger than it looked all bulged up." She praised. And it was true, even though he certainly wasn't massive he wasn't small either. She grasped it, getting a gasp from him, and began to slowly rub it. "Hhhmmm. Feels alright and warm in my hand." She purred. "And it's the perfect size to hit my g-spot, I'd say. Gonna have to check first." She then opened her mouth and began to use her tongue to play with the head of his cock, slowly taking more inside her wet mouth.

"W-Woah!" he groaned with a jump at the sudden wet and moist area while feeling her other hand move down to lightly rub against his balls. "Sk... Skilled tongue you've got there." He moaned. "I-I take it you've had practice?"

"Dildos mostly." She shrugged. "I've slept with a few guys but when I gave them blowjobs they were WAY to rough, skullfucking me. Fucking bastards. So I don't blow anyone anymore... Unless they're in your position and can't be bossy." She explained, ending with a smirk.

"W... Well you're really good at it." He nodded with a moan. "Almost as good as me..." He said without thinking, his eyes widening and his body freezing as he registered what he said.

"Wait, what?" she stopped and looked at him with intrigue and surprise.

"Um, nothing, nothing, I was just...thinking about a porno I saw." he quickly lied.

"... You've given people blowjobs?" She asked. "Because... That honestly sounds hot. I'm surprised about how wet that just made me." She admitted. "I mean, I've seen some gay porn before and some videos, but hearing it in person sounds so much better."

"... Some bad guys decided to "have fun" with the alien girls they meet." Ben admitted, looking away in embarrassment and a blush.

"... I think I am in fucking love." Charmcaster whispered in amazement, blinking in amazement.

Ben blushed hearing that, even if it was a low whisper before groaning as Charmcaster started resuming her sliding over his dick. She was bobbing her head, slurping his cock happily and lustfully before getting an idea and moved her hand from fondling his balls to rubbing against his anus. "H... Hey!" He gasped lightly with a blush "B... Be careful back there!"

'Oh I will.' she thought deviously while licking around the tip as her finger lightly prodded the hole.

'Oh man, the more she does that the more harder I get!' Ben thought. The second she pushed her finger into his ass, however, he moaned and came in her mouth.

Charmcaster's eyes widened at the sudden load, but relaxed her throat and kept bobbing while swallowing it.

Ben was turned on by the erotic face she was unintentionally making as she swallowed his cum, his dick staying hard at the sight.

She slowly slid her mouth off while licking away cum leftover with her finger still in his anus. "That was fucking hot." She smiled as she sat up, Ben able to see that her thong was completely soaked through from her wetness. "Tell me, did anyone take your ass too? There's no way you'd blow a load that big unless your ass is sensitive."

"... My ass is sensitive..." He admitted. "Plus I wasn't expecting it... And in my human form I'm an anal virgin."

"Oh really?" she grinned deviously. "Well then, I guess I'll help you with that."

"... But you're a girl?" He blinked, expecting to be able to actually fuck for once in this situation.

"Yeah, but tell me, are you aware of all the things a sorceress can do with enough experience?"

He pondered it before shaking his head.

"Well, how about I show you?" She smiled, kissing him and sharing some of his cum with him before she backed up and worked her magic.

Ben gulped the cum down with his cock getting hard again while seeing her gather mana around her groin area. He lay there patiently, watching in curiosity and wonder before going wide eyed as he saw the mana condense down and around into a familiar shape. Hovering over her clit was a glowing purple mana cock that was about seven inches long and three thick with a banana like curve to it, not too big but very good looking.

"I'm gonna take your black cherry, and if you're still up for it, I'll even let you enjoy what my pussy feels like. If you're good." Charmcaster purred with a grin, rubbing her mana-cock between his asscheeks giving herself an assjob before she fucked his ass.

"O... Okay." He nodded lightly, gulping. He knew he lied about being a virgin with his ass because of the hooker he had fuck his ass after the Michael Morningstar incident but since that was a prostitute and not someone he cared about/someone he knew he didn't count it.

"Then I suggest bracing yourself, cause this is gonna sting." she grinned pulling back with the toy lined up against the hole.

"No lube?" He gasped in worry, knowing that would hurt.

"Well if you beg me for it, I'll be nice and add some." Charmcaster teased, poking his anus. "Tick tock Tennyson. Hurry up or you get the raw cock."

"...please." he spoke in a whisper.

"I'm sorry, what was that?"

"Please... Please fuck my ass... Make me scream like the slut I am... Make me cum while you make me yours." He begged in embarrassment.

"... Wow... Laying it on thick..." She blinked before she grinned. "Careful Tennyson. You keep this up and I'll end up making myself your girlfriend."

Ben blushed at that while Charmcaster used her magic to bring a bottle of lotion over and poured some out and onto the toy.

"A promise IS a promise." She nodded, making sure her cock was nice and lubed up. The liquid actually made the mana cock seemingly glow brighter as Charmcaster ran her skilled fingers over it ."I'd say that's ready, wouldn't you?"

"Mmmhmmm." Ben hummed, unable to find the words to speak as he nodded weakly.

"Then, here goes." She smiled as she spread his asscheeks and entered his ass, pushing to the hilt with one thrust.

"AHHH!" he cried out with wide eyes at the sudden move while feeling like an arm was just rammed into him.

"Wow, this might just be a toy, but I can tell your ass is tight as hell." Charmcaster smiled but seeing his pained expression, she frowned and kissed his lips soothingly.

Ben cringed at the pain, but feeling her soft lips started to help distract him.

"It's okay." She whispered gently while rubbing his sides and dick to try and help him relax.

Ben just nodded as he adjusted to the cock, surprised she was being so gentle. 'Who knew she had it in her.' his subconscious thought while feeling his ass start to slowly adjust to the size. "You... Can move." He nodded, kissing her.

She grinned and kissed while slowly rubbing his cock and pulled the strap on back before pushing back in. "You ARE tight." She purred with a smile. "How does my cock feel?"

"S-So thick." he moaned out while gripping the straps that held his hands down.

"Well you must be enjoying it alot if you're this hard." she teased glancing at his dick which was fully hard again.

"I wish there were more guys like you." She commented, actually speeding up her thrusts slowly. "We can go and have a threesome with a hot, hot, hung stud. You can fuck my hungry pussy. And I can you. Guys like you are the full hot package."

"I-I know a guy!" moaned Ben out from the fucking. "Kevin! He could join us!"

"Oh?" Charmcaster grinned. "So you want to do 'this' again with me?" She flirted.

"Yes! Keep going!" he moaned out while his cock flopped from each thrust and him feeling his ass tingle with each movement.

Charmcaster moaned, thrusting her hips faster making a loud slapping noise as her hips hit his ass cheeks. "What do you think of me then?"

"You're so hot and sexy!" Ben moaned "Your breasts are so big and look so soft, your legs are long and drool worthy, your ass is all plump and juicy and your hips are so sexy! I've had so many wet dreams about you!"

Hearing each praise touched Charmcaster in her heart and made her lean back down and press their lips together while moving the toy in and out of his ass faster while manipulating the tip to start stretching inside him.

Ben gasped and moaned at how she manipulated the mana phallus inside him, making him a moaning shuddering mess as he felt his limit grow closer. 'It feels like a snake is in my ass!'

'I'm gonna turn his ass inside out!'

Ben moaned, his cum shooting and covering Charmcaster's stomach because of how close they were to each other with some of the cum landing on the sorceress' breasts.

She kept going though while taking a chance to reach down and pinch his nipples which had gotten hard from all this. "Yea, fucking CUM Tennyson!" She moaned gently, feeling like she'd cum JUST from seeing him cum right now.

Ben moaned and arched his back from the pinching and ended up blowing a second load right on her again. "Ch... Charmcaster!" He moaned deeply.

"That's right, say my name!"

"Charmcaster! Charmcaster! Charmcaster!" Ben moaned each time she hit his prostate. "F... Fuck me! Fuck me!"

Charmcaster hummed while making the toy inside him slowly grow wider with the tip rubbing against his prostate.

Ben moaned, cumming again.

"Alright, I think three times is plenty for now. I think you've earned a chance to fuck me now."

"R... Really?" He gasped happily, smiling.

"Yup." she pulled the toy out of his ass before dispersing it away and pulled her thong aside before moving over Ben's dick while rubbing the tip against her folds. "Oh this will feel SO fucking good." she smiled down at him, lowering herself onto his cock gently moaning.

Ben groaned since his dick was sensitive from three orgasms in a row. "So tight." he whispered.

"Thanks, I tried to keep it like that." Charmcaster smiled, holding back her moans as she slowly rode him. "Yoga and good exercise can help keep you tight, not that I need it anyway as I don't sleep around a lot."

"I-I can tell." he groaned while enjoying the snug feeling which was dripping wet with her juices dripping down his shaft and on his balls.

"And your cock feels REAL good!" She moaned, taking him to the base. "The anticipation for it when I was fucking you making it even fucking better!"

Ben threw his head back as her hips moved up and down with her insides feeling tighter around him.

"I fucking love this!" Charmcaster moaned deeply with a happy smile and her eyes rolling up lightly. "You're slamming my g-spot! Oh fuck! You... You're gonna make me cum!"

"You too!"

The two moaned, cumming together. His sperm pooled into her with her juices drenching his groin.

"Oh... Oh yes..." Charmcaster whispered, shuddering gently in pleasure as she smiled weakly.

Ben panted while his eyes rolled up in his head while trying to keep from passing out.

"... Looks like that's enough for now." Charmcaster sighed with a sad smile... Before she got an idea. "Well, how about you have a break?" She smiled, getting off his cock and crawling up his body so her waist was hovering over his face. "Have a snack." She purred.

Ben tried nodding and stuck his tongue out as her pussy was lowered down right in front of his face while seeing his sperm slowly leaking out of her. He began to eat her out, licking her pussy lips him also tasing both of their juices.

"Mmm, that's it, get a taste of me AND you." Charmcaster smiled and moaned. "Get your tongue RIGHT in there!"

Ben happily obliged and pushed his tongue right inside while lapping up the mixed taste with his body tingling in pleasure. 'Delicious.' he thought happily.

'Oh yeah, his tongue really does know what he's doing.'

Suddenly Charmcaster's breath began to become quicker and she began to moan louder, her hips thrusting against his face as her limit grew closer. "Oh yes! Yes! Lick it all up!"

Ben's eyes widened as she suddenly squirted but he focused, licking the cum up quickly. 'Wow, it's sweeter than before.'

Charmcaster shuddered and moaned, leaning back and away from his face with a happy grin and a small blush on her face. 'Oh man...this guy's got it all.'

Ben was trying to get his breath back, his body getting the needed energy back. 'Man...if this is a dream...come true...I don't wanna wake up.'

Charmcaster looked down and saw the Omnitrix on Ben's wrist... And grinned. "I've got an idea."

"What idea?" Ben asked.

"Let's use one of your aliens."

"I... Sure." he blinked. "But can you undo my arms?"

She nodded, undoing his binds.

Ben grabbed at his watch and started dialing in an alien that would work right now. "Haven't had sex as this one before." He noted, pressing the watch down. He was covered in green light while Charmcaster covered her eyes.

When the light died down a six armed blue monkey girl was in Ben's place. She seemed a little curvy around the waist with a feminine face and with a covered chest that looked about a B cup. "Tada!" Spidermonkey called lightly. "How's this one?"

"I'm not really a furry, but I'll try anything once." She shrugged. Before she could get started she heard the door to the room slam open. Hex walked in, not caring about his nieces naked body. "Uncle! I'm busy here." Charmcaster glared.

"Not anymore you're not." Hex informed. "I do believe it is 'my turn', as you would say. Now get out of here Charmcaster." He ended with a glare.

She glared back at him, but obliged and got off Spidermonkey while getting her clothes back on. 'Bastard.' she thought, storming out.

'Oh no.' thought Spidermonkey as the door shut with just her and Hex in the room.

Hex smirked, undressing. "My niece may have shown you the pleasure of a women, but it is nothing compared to how I will make you my own little slut." He smirked, walking forward and rubbing his cock against her pussy.

She shivered while impressed at the larger than average size. "F... Fine then." She whispered, blushing as she felt herself get wetter.

He gripped her legs open before he started pushing in with a grunt. "Oh yes!" He moaned deeply. "It seems your hole was just begging for a real cock!"

"Charm... Charmcaster would have been amazing... But... But this IS good!" She moaned happily.

"By the time I'm done with you, the only thing on your mind will be me!"

Charmcaster was standing outside, snarling in anger. 'That bastard! He just comes in and interrupts us when it was really getting good!' She thought, magic forming around her fists. 'And now he is fucking MY Ben!'

Getting interrupted was one thing, but the fact he was fucking someone who pretty much had a wide arrange of fetishes like her, really peeved her off. Plus the guy was cute, hot, sexy and she admits that he was kind of funny.

'Oh uncle Hex, you made the biggest mistake in your life.' Charmcaster thought, walking away .

"Fuckfuckfuckfuck!" Spidermonkey panted and moaned as Hex fucked her hard. "More! Harder!"

"I'm surprised you are such a slut Tennyson!" He grinned and moaned. "If I knew that I would have taken your virginity when you were a mere child!"

"Lost it... Before I met you!" Spidermonkey moaned.

Hearing that annoyed Hex before he started going harder. "Then I'll ruin your slutty cunt!" He snapped.

"Ah yes! Do it!" Spidermonkey moaned, wrapping her arms around his neck and shoulders to hold him closer. "Turn it inside out and pour all your sperm inside!"

"What a hungry cumdump you are!" Hex grunted, cumming deep inside her. "Take every drop for your master!"

"OH GOD YES!" Spidermonkey was panting, lying limp on the table as her own orgasum washed over her. The feel of actual sperm inside her made her mind go blank for a moment. "C... Cream pie." She whispered with a fucked stupid smile on her face.

"I'm going to give you all you can, but first, beg for them and call me master." Hex grinned as he pulled out, rubbing his cock... Only to be shot in the back by a large blast of purple magic. "AHH!"

"Fuck off!" Charmcaster growled, a bag hanging on her shoulder and Hex's staff in her hands.

Hex groaned and looked at her with a glare. "Charmcaster! What is the meaning of this?"

"Simple, you old asshole!" She glared. "You aren't touching my boyfriend!"

"Boyfriend? Have you lost all sense and reason? This is a female!" he spoke getting up while pointing at Spidermonkey.

"Oh LORD you are a Dumbass!" Charmcaster facepalmed . "BEN Tennyson is a very girly looking guy! Here, look!" And then, without any shame, she pulled her stockings and panties down revealing the cum lightly seeping out of the seal of her vagina. "THIS is HIS semen, which he filled my pussy with his COCK!"

Hex went wide eyed before they heard the watch beep and a flash went off and showed Ben back to his regular form which made Hex go speechless. "H...H...He is...a boy?!"

"Yes! He's been one this whole time! I just didn't say anything cause I wanted to see if you noticed and snicker behind your back, but guess what? You just HAD to go off and interrupt us when we were having fun, so consider this my way of saying fuck you, I'm quitting and taking him with me out of here."

Ben was still a bit light headed and pleasure filled from the sex to fully understand what was going on. All he knew as that Hex started throwing up suddenly and Charmcaster had called him her boyfriend before she started undoing the shackles around his ankles.

"Come on." She urged, using magic to reform his clothes before she ran as best she could as she supported Ben.

"Uh...wha..." he got out while trying to keep up with her.

"I'm getting you out of here." She smiled, quickly getting the two out of the castle. She covered them in mana before they levitated off the ground and a portal opened up. The two passed through the portal, which closed off behind them.

*Bellwood*

Charmcaster and Ben emerged from the portal, appearing near Ben's house.

Ben stumbled while leaning on Charmcaster who sighed in relief.

"Here we are." She smiled, checking his clothes and pulling his keys out of his pocket before she unlocked his door and walked the two inside. "How are your legs?"

"Like jelly." Ben admitted. "I think they might be numb for a few hours."

"Okay." She nodded, setting him into the coach.

Ben groaned and tried relaxing while Charmcaster sat next to him and rubbed his head. "Thanks for getting us out of there."

"Of course." She smiled, kissing him gently.

He smiled while she held his hand. "But I gotta know, were you serious about what you said?"

"What, you being my boyfriend?" She teased. "Yes."

"Wow, didn't see that coming." he chuckled.

"What? You're near perfect to me, honestly." She explained.

"I mean I didn't expect I'd get a girlfriend from a former enemy."

"I was your COUSIN'S enemy. You just kept getting in the way." She shrugged.

"And who knew you were THAT into all sorts of stuff." he teased.

"Well if you like crossdressing you are the 100% perfect package for me." She shrugged. "The idea of a guy looking like a girl but STILL be a man is just so...hot."

"I..." Ben started, but she interrupted.

"Also being able to bond with a guy over feminine things yet the guy still being a bit manly is just very appealing for everyday life." she continued. "And fucking while also being able to be fucked is just... Ooh! And sharing a guy with another guy... I'm getting wet again just thinking about it. Plus you are cute and can be funny. I mean, god's, you're near perfect. And if I am honest, being 'bad' gets boring. I mean, I want to be able to go on dates and be happy to. I can give up my ambitions for a try at that, and with how you are... It just seems right."

"I...don't know what to say to that."

"Say you'll let me take you out on a date?" She joked.

"That I can do." he smiled reaching up and cupping her face before she leaned down and pressed their lips together.

Charmcaster moaned happily, kissing back with her tongue brushing against his lips asking for permission.

He opened them before their tongues started wrestling. He got brave, gently pushing Charmcaster back onto the couch with Ben atop her as he kissed her.

'Ooh, looks like he's still got some energy.' Charmcaster thought happily, cheekily pinching his ass.

Ben moaned while reaching up to grab her chest and give it a squeeze.

Charmcaster gasped and moaned at the act, smiling. 'I wonder if he'll let me play dress up with him.'


	7. Chapter 7

Ben 10: a feminine change

chapter 7

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Ben sighed as he was naked in bed, holding an equally naked Charmcaster close to him. 'I could get use to this.' he thought when he heard the front door downstairs open.

"Ben? We're home!" called his dad.

"Crap!" Ben whispered, Charmcaster mumbling tiredly. "Charmcaster get up, we gotta get dressed."

"Don't wanna." She mumbled, holding him close.

"My parents are home and we're naked." he whispered frantically.

Huh?" Charmcaster mumbled, her head still fuzzy from sleep.

"Parents. Coming home. Get dressed. Now." he tried to clarify while breaking away from her and grabbed his shirt.

Charmcaster yawned, getting out of bed and getting dressed. "Fine fine." She mumbled, patting her clothes down as she made sure her clothes were fine.

Ben sighed and stood up before heading out. "Hey mom, hey dad."

Hey son." His mother smiled, hugging him. How was..." she trailed off seeing Charmcaster sitting on the bed. "Ben? Who is this?"

"I'm Ben's girlfriend." Charmcaster greeted lightly. "You can call me Hope."

"Ben's girlfriend?" Sandra Tennyson blinked. "When did this happen?"

"Last night or so." He chuckled awkwardly.

when Ben's dad Carl walked in and noticed Charmcaster. "Oh, we didn't know you were already dating someone."

"Hello." Charmcaster, or rather Hope, said flashing a charming smile at the two even with her pale pink lips, as she had yet to brush her hair or put makeup on. "It's a pleasure to meet the two of you."

"It is a pleasure to meet you to." Sandra smiled. "You look like such a lovely young lady."

"I wish I could have freshened up but it was late last night and I just got up." She blushed.

"Wait, did you two sleep together?" asked Carl with surprise.

"No. I stayed in another room." She quickly lied, not wanting the parents to get mad. "But it was too late for me to go home, so he let me stay the night! I didn't have a chance to do my makeup or hair, you woke me up as you arrived! I didn't want to make you jump to a conclusion!"

"Oh relax Carl, our little boy has a new girlfriend. Besides I doubt Ben would jump right into a new relationship like that."

"He is a real gentleman." Hope nodded, although she shot Ben a cheeky look.

He blushed and nodded to his folks.

"Well, we'll gladly cook you breakfast dear. And you can tell us about yourself." Sandra smiled. "Why don't you go freshen up? I'll have Ben bring up a change of cloths for you, if those are all you brought with you last night."

"Thank you Miss Tennyson, you're very kind."

"Call me Sandra." She smiled. "And this is my husband Carl."

Hope smiled and nodded, going upstairs.

"Ben, we'll talk about this after breakfast." spoke his dad in a serious whisper.

"Okay." Ben whispered while praying it wasn't anything bad.

*timeskip*

"This is very nice." Hope smiled. Her hair was flowing down freely, her crown and normal cloths gone and her skin and hair was a bit wet from her recent shower. She was, instead, dressed in a blue loose button up shirt that was a few sizes too big for her, tight blue jeans and she was currently barefoot. They were all sat at the table, eating.

"Thank you dear, these two make such a big deal about my cooking it's nice to hear someone compliment it." spoke Sandra while Carl and Ben tried to look innocent.

Ben chuckled lightly, feeling awkward with Hope there.

She noticed and got a sneaky idea before one of her hands moved under the table and glowed before a hand made of mana stretched towards Ben's leg and started rubbing up it.

Ben jumped slightly, looking around worriedly.

"What's wrong son?" asked Carl noticing his son looking worried.

"Nothing." Ben lied while the hand kept rubbing his leg. "I'm alright." He glared at Hope lightly, sighing.

"So Hope, where do you live? I don't think we've seen you around." asked Sandra curiously.

"Out of town. I met Ben when he was traveling with his grandfather when he was 10." She shrugged while lightly smirking as she could tell Ben was trying to keep from jumping. "I came by to visit after a fight with my family, Ben and I met back up, we chatted and... Well... Things went from there. After dinner we realised the time and I had no way of getting home tonight so he offered to let me stay and... Well we went over the rest earlier."

"Well that's our son, always doing what's right." smiled Carl with praise.

"It's no big deal." Ben blushed while trying to push the hand away under the table with his other foot.

"Thank you for the food Sandra, Carl, I should be off though." Hope smiled at the two as she finished her meal.

"Well we hope to see you around soon." smiled Sandra.

"Ben's My Man, of course you will." Hope chuckled, kissing Ben's cheek. "See ya around Ben."

"Yea." He smiled, walking her to the door.

As soon as they were out of his parent's sight she turned him to her and slammed their lips together.

Ben's eyes widened but kissed back with equal passion while wrapping his arms around her waist and giving her ass a quick squeeze.

Hope moaned, doing the same to him as they broke the kiss. "We can keep going later on, but I gotta go and get my own place set up."

"Okay." Ben nodded, his lips lightly stained by her purple lipstick making her giggle. "What?"

"Nothing." She lied, kissing his lips quickly. "Bye Ben." She said with a gentle smile before she walked out his front door and used magic to teleport away.

He smiled before heading back to the table and sat down while seeing his parents smile with his mom snickering. "What?"

"You have something." His father smiled while pointing to his lips.

Ben wiped it off and saw the purple stuff and groaned.

*time skip*

"You're kidding me." frowned Gwen while she, Ben, and Hope were at Mr. Smoothies.

"It's true." Ben nodded.

"Don't worry Gwenny, I'm leaving you alone now." Hope smiled.

"Don't call me that." she glared while sipping from her smoothie.

Hope shrugged, drinking the smoothie Ben had got her.

'Oh man, I should have seen this coming.' Ben thought sadly, looking out of the way.

'Huh, this actually tastes pretty good.' Hope thought, drinking her smoothie as she hugged Ben's arm.

"So, you'll be hanging with us from now on?" asked Gwen trying to be civil.

"No, with Ben." She smiled. "After all that's what a good girlfriend would do."

"Hope." Ben blushed, laughing nervously while Gwen glared at her.

"Yes?" She said, blinking cutely. "Do you have to say something?"

"No, I'm just peachy."

She nodded, kissing him lightly. Before it could get anymore awkward Kevin's car rolled up with said male stepping out.

"Hey guys." He called while noticing Hope and grew cautious as he walked over. "What's going on?"

"Meet Ben's girlfriend." Gwen grumbled. "Apparently they hooked up yesterday after all that stuff that happened."

"Yep." Charmcaster smiled. "No hard feelings, right?"

Kevin just frowned while sitting next to Gwen. "Sure, I just happen to LOVE being manipulated in a blind rage, who hasn't?"

"My uncle did the spell." She argued.

"But you were STILL an accomplice." spoke up Gwen.

"True." She shrugged. "Had no reason not to."

"You tried to kidnap me and drain my magic!" Gwen snapped.

"Yeah yeah, evil intentions and a one tracked mind. But honestly, giving up a life of crime and pain and loneliness to have a chance at being happy? I took it in a heartbeat." She shrugged.

"Hey, how's that car Kevin? I bet it's been hectic lately." spoke up Ben quickly to try and change the topic.

"Oh, she's running like a dream!" Kevin smiled while quickly moving on. "I managed to put in a new ignition booster that helps it run like it just got out of the shop."

"Sounds... Interesting." Hope mumbled. 'What did he just say?'

Ben sighed, when his phone rang. "Hello?" He asked.

"Ben? We need your help." said Grandpa Max said over the phone.

"What is it?"

"You need to go on negotiations."

"Negotiations? What's going on?"

"You need to go for the formal peace talks with the Atasians. Or Highbreed, as you remember them." Max explained.

"But I thought we were already at peace with them? Did something happen?"

"Nothing happened, we just need to make official treaties and such."

"Well where's it being held at?" he asked standing up.

"Their home planet."

"How should I get there?"

"We got a shuttle for you."

"Alright, I'll be there." he ended the call and looked at the others. "Sorry guys, I gotta go."

"Aww." Hope pouted. "Can't I come to?"

"Sorry Hope, it's a peace meeting and I don't wanna seem disrespectful if I bring an uninvited guest."

She frowned before pulling him into a gentle loving kiss.

He kissed back while Gwen made a small fist and glare at her. "Later." Ben smiled, leaving.

"Well I don't know about you two, but I'll be leaving too." spoke Hope with a smile standing up.

"Off to steal something?" Gwen hissed lightly.

"No, just decorate my place a little bit. I've got enough free time without having my time busy preparing for classes that won't lead to anything." she smirked before walking.

"Ooooh! That... That... BITCH!" Gwen snarled.

"Easy Gwen, I don't like it either, but if she's dating Ben that just means she slips up one time and we'll be on her in no time."

"Fine." She huffed.

*Time skip*

Ben relaxed on the plumber transport ship while trying to keep from getting too worked up because this was a big thing. He couldn't afford to mess this up.

Soon it slowly landed on the Highbreed home world and he slowly got out.

He got out of the ship, enjoying the fresh air. "Phew, looks the same last time I was here." He said, looking around the planet in amazement before getting an incoming call. "Yes?"

"Ben Ben Tennyson, welcome to Augstaka." A familiar voice said over the phone. "I take it your trip here was uneventful?"

"Yea Reiny, just boring." Ben smiled.

"If you follow the coordinates I'm sending I will meet you there."

"Sure man, catch ya soon." Ben nodded, hanging up. 'Hope he's been holding up well.' Ben thought as he followed the coordinates, remembering his friend.

As he did He noticed how much the Highbreeds seemed friendly as he passes by numerous ones each one differently colored. Like their DNA being freed made them happier.

'Maybe I was being nervous for nothing.' Ben thought waiting patiently as he waited at the spot and felt someone tap him on the shoulder. "Huh?" Ben blinked, turning around. "Reiny!" Ben cheered with a smile, looking up at the tall white alien.

"It is good to see you again Ben Ben Tennyson. The large alien smiled and hugged him lightly.

"It's great to see you too Reiny." Ben smiled happily. "How have things been?"

"I have been keeping the peace." He smiled. "Since your help the planet has become far less. ...stuck up I believe is the term."

"Wow, that's cool. I'm glad you've done so well." Ben smiled. "I knew you'd do great."

"I couldn't have done it without meeting you."

"You're just saying that." Ben smiled, being modest.

"No, I insist. You have done the most amazing thing that could ever happen to my race. We all owe you a debt of gratitude."

"What are friends for man." Ben smiled.

*time skip*

Ben looked around awkward, he and Reiny having went to a Highbreed party of some kind. It was filled with numerous high ranking ones while they mingled about. Being a human? He was lost as hell in this situation.

He and Reiny were near the side while he was holding a cup of some purple stuff that bubbled. "Is... This safe?" He asked nervously.

"I'm not quite sure. None have had it besides us."

Ben sighed and shrugged, drinking the odd liquid. Couldn't be as bad as his Grandpa Max's cooking, could it? He stiffened up as it felt warm and at the same time tasted sour. "Oh... That's weird." Ben blinked before he noticed he was a bit... Light-hearted? Was that it? 'Am... I drunk?' he thought in disbelief. 'I just took one sip!'

"Are you okay Ben Ben Tennyson?" The Hybrid Supreme asked.

"Y-yeah." he nodded while his face was looking slightly purple. "W... Wow... Have you always been handsome Reiny?" Ben blinked, flustered.

"Why do you ask?"

"Cause I gotta say you're lookin' pretty good."

"... I do not think I understand Ben Ben Tennyson." Reinrassic III blinked.

"I'm just saying you're lookin' pretty hot." Ben smiled, pushing against him lightly.

"My body temperature feels perfectly normal, but your face is showing a hue I am unfamiliar with."

"Why don't we go back to your room?" Ben asked with a drunken giggle.

"Perhaps that is best, you might need medical treatment somewhere safe."

I'm fine." Ben laughed, smiling. "But thanks for caring about me." He said in a flirty tone while trailing a hand across the Allen's chest.

The large alien looked at him in confusion and picked Ben up as he walked to his living area which was up several flight of stairs.

Ben smiled, pulling the two onto what he guessed was his bed.

"Stay here Ben Ben Tennyson, I will find a doctor."

"I don't need a doctor." Ben giggled while holding his arm. "Come on, loosen up a little." Ben began to kiss Reinrassic III's chest, looking at him with lust filled eyes.

"Ben Ben Tennyson, you must relax." he spoke trying to push the human off him. "You are not in sound mind."

"Hmmm. No. I want to have fun." Ben grinned, stripping.

Reiny's eyes widened as he started seeing Ben's bare skin and tried looking away. But for some reason he found it fascinating. Ben's body was slim and seemed appealing which seemed odd cause the only thing he had ever found himself attracted to were other females of his species, but perhaps his changed DNA was the cause of it. And while Ben's body was male, it was feminine enough and curvy enough to make him his species equivalent of horny.

'Was he always like this and I just never noticed?' He thought, tempted to touch as Ben removed his pants and boxers and threw them away

"Come on Reiny, let's really have some fun."

"B... Ben Ben Tennyson." He gasped lightly. "W-We shouldn't. It is frowned upon for two males to mate."

"So?" Ben pouted. "But if I have to, I can turn into an alien."

"Well...perhaps, that might solve this solution."

Ben nodded, activating the Omnitrix as he grew hard. He dialed around before grinning and slammed down on the faceplate. In a flash of light Ben was replaced with a large orange lizard-like woman. She was easily near Reiny's height with armored scales over her body with an exposed E-size chest and bigger hips with a tail.

"Hello handsome." The female alien, Humungousaur, smiled sexily at him. "Care to come closer and get a feel of these ladies?"

"You... Are beautiful." The large white alien whispered, reaching up and gently caressing her breasts. "And these...are so soft."

"Glad they aren't all scaly." She smiled while pulling him closer so his hands really pressed against her chest. "This feels so good!" She purred, arching her back lightly.

Reiny himself gave them a firm squeeze while finding himself get warm too. He began to nuzzle her neck and chest, unable to actually kiss her as his tendrils emerged.

"Ooh, what are you gonna do with those?" she hummed seeing them.

"It is... How my species mates." He panted, looking at her beautiful lips.

'Wow, those are used to drink AND fuck with?"

"We do not have genitals like you." he replied while seeing her nipples and gave them a slight tug.

"Oh fuck! Do that again!" Humungousaur moaned happily, rubbing her crotch against his.

He obliged while she jumped with a smile.

"Hmm... I wanna feel your tentacles deep inside me." She moaned, kissing his face where his lips should be.

He let out a small growl of pleasure and moved his tentacles across her thighs and close to her ass.

"Go on, put it in Reiny." She urged

"Be warned, once I begin I cannot stop."

"I don't want you to." She giggled, wiggling her ass lightly while rubbing her hands across his chest. "Now fuck me."

"Lay on your back." Reiny said, Humungousaur obeying. He moved over on top of her while getting an idea before his tentacles moved up and started moving around her breasts.

"Ooooh! Sneaky!" Humungousaur giggled. "I didn't know you were so hot and kinky!"

"I have rarely mated with a female, so I am going with past experience."

"Well I am going to enjoy this." She smiled as they moved around her mounds while brushing against her nipples.

"Oh yes!" She shuddered, pushing her chest out.

"You seem quite sensitive here."

"Breasts ARE very sensitive." She smiled. "But I have a better place for those yummy tendrils."

"Where?"

"Right here." Humungousaur smiled, grasping a tendral and sliding it between her legs.

He felt it brush against her slit which seemed to start getting wet.

"That hole. Right in." She grinned.

"Then brace yourself."

She nodded, taking a deep breath as he pushed the tendral inside her. She gasped feeling it was wet and slimy while Reiny resumed rubbing and squeezing her breasts. "Oh... It feels weird... But so deep." She giggled and moaned while her tail swished and felt the other one brush against her ass. "Hmmm... Someone's bold." She grinned, waiting for him to enter her asshole.

"I always am."

"Then push it right in! Fuck me!"

"Gladly!" the tentacle near her ass reared back before jamming right in.

"OH! FUCK! Reiny, that feels SO fucking good!" she moaned happily while feeling the second tentacle moving against her pussy faster. She began to moan and kiss him again. Well, kissing where his lips should be, as she moaned happily.

"Ben Ben Tennyson, your interior walls are already wet and warm."

"Bet they're tight to." she purred sexily, gasping and moaning as the tendrils rubbed her g-spot.

He gave what sounded like a growl as he felt her tight holes grip his tentacles as they moved back and forth.

"More!" Humungousaur moaned, her mind filling with pleasure. "Really move them in!"

"You are beautiful Ben Ben Tennyson, I am at my limit!" Reiny growled and grunted while tugging on her nipples.

"Cum in me! Make me cum!" Humungousaur moaned with a grin.

"I will do so!"

Humungousaur moaned, feeling her holes being filled with her partners cum. Each pump of sperm made her body shudder in pleasure. "Oh yes Reiny, so good!" She moaned happily

He seemed to be panting and laid down beside her while draping an arm over her.

"That was great." She smiled, holding him close and reverting to Ben. "I wouldn't mind doing that again."

"Same."

The two held each other close, falling asleep.

*Next day*

Ben groaned as he awoke again, his head hurting lightly. 'Oh man...what happened? And why does it feel like my skull's splitting open?'

He sat up slowly, rubbing his head in pain while noting an arm draped over him. He blinked in confusion, following the arm and going wide eyed as he saw Reiny there sleeping away without a care in the world. "Oh... Crap." He whispered.


	8. Chapter 8

Ben 10: a feminine change

chapter 8

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Ben sat in the transport heading for home while looking outside with a guilty expression.

He felt sick, disgusted with himself. He let himself get horny and let Reiny fuck him without a thought about Hope or Gwen. Hell the Hope/Gwen situation had been a bit worrying in itself.

'I was nothing more than just some loose whore.' Ben thought. 'I got horny and just threw myself at my friend. What has happened to me?'

He hooked his hands together while biting his lip and feeling like just curling up and hiding away forever. "I have to tell her." he whispered. "I just pray she doesn't turn me inside out, or castrate me." He sighed. "But even then, I would deserve it."

*Time skip*

"You... you're not angry?" Ben blinked looking at Hope as they were in his house and in his room. "Not even a little?"

"No." she smiled as she sat in front of him, holding his hand. "I could tell that your aliens make you more... sensual. Add to that how 'into' sex you are and I knew this sort of stuff would happen. Heck, hearing your sexcapades is... actually very hot."

"Wait, so you're not gonna tie me up, put something on my dick for a week, or even make me do something humiliating?"

"No, unless you're feeling horny for all that." she winked while putting her hand on his lap. "Because THAT sounds hot and Mistress Charmcaster is ready to help her girly little pet." She teased.

Ben blushed realizing he walked into that and fell back while Hope moved on top of him while making herself comfy on his chest.

She smiled, just snuggling against him. "But then again, maybe seeing you in a little maid's outfit would make it all better."

"M... Maid outfit?!" Ben gasped in shock.

"Or maybe a string bikini with an extra small thong to help show off that tight ass of yours."

"N... No way!" Ben gasped. "I... Why are you asking that?!"

"What? I haven't gotten a chance to see you get all dressed up yet, I wanna see what you look like in a dress at least." Hope smiled happily. "Come on! Please!"

"No." he huffed shaking his head.

"Awww! Come on! Please!" She pouted again.

"No, I'm not gonna do it."

"Come on Ben, baby! Please! For me?" she pouted while trying to make her lower lip tremble and make her eyes seem big.

"I... Gah! Okay, fine. JUST a dress though." he relented while she smiled and got off him.

"Yes!" She grinned happily before her hands glowed and she made several clothes racks appear in the room.

"... What?" he blinked lightly.

"Alright, now let's see which one looks perfect on you." Hope grinned as she pulled Ben up and began to look around the clothing racks in excitement.

'I think I just dug myself a grave.'

"Here you go!" Hope smile, pushing a dress into his hands. "Try it on, right now."

Ben grumbled and stripped naked, putting the dress on.

Hope conjured up a mirror and held it up in front of him. "What do you think?"

Ben blinked, looking at himself. Standing there was a very pretty looking, seemingly, girl wearing an innocent and simple white knee length dress. "Wow, it...actually fits just right. And the color's not too bad either."

"Add some green kneesocks, some black mary janes and a nice little necklace and you'll be the prettiest bell in the ball." She smiled. "Hell, I don't want you as my boyfriend anymore Benny. I want you to be my girlfriend." She grinned.

He blushed hearing that which didn't help when she walked over and pulled him closer while feeling her hands begin to roam across his ass.

"Hmm... It looks so tempting under your innocent looking skirt." She licked he lips.

"H-Hey!" Ben gasped, slapping her hand lightly but not pulling away.

"Oh fine, ruin my fun." Hope huffed before she whispered in his ear. "And I was going to make you cum so hard then you would have covered your own face."

Ben blushed at the image before Hope's hand glowed and he saw the dresses disappear while his regular clothes came back on his body.

"You spoil my fun." She mumbled gently with a pretend pout. "I might start crying myself to sleep later on."

"... What can I do to make it up to you?" Ben sighed.

"Simple, take me out on a date."

"That's all? Okay." He blinked.

"However..."

'Should have seen it coming.'

"You have to hold something in your ass while we're on it." she smirked.

"... What?" He blinked.

"A dildo." Hope grinned gently "I want to push a nice, big one inside you. Right to the prostate. And the entire time we are out on our date it stays in there."

"You are cruel." Ben mumbled .

"You displeased Mistress Charmcaster, so you must be punished!" She said slightly dramatically.

"Alright alright, but I'm dressing up like a guy, meaning a suit, not a dress." Ben frowned.

"No!" Charmcaster said, turning her nose up. "That spoils the fun!"

"Then no date, how's that?"

"Then you don't get me to forgive you." She countered.

He frowned at her before groaning. "Fine, but next time a suit."

"And I'll have the dildo next time." She promised.

"But if we're going out on a date, I'm gonna need to make sure no one can recognize me."

Hope smiled and pulled out a makeup bag. "Leave that to me."

'... Oh crap.' Ben thought.

*Time skip*

'I think she might have gone overboard.' Ben thought in slight annoyance as he looked himself in the mirror. He was wearing black shoes with slight heels on them, giving him a small height boost. Under his dress he was wearing some black lacy panties with green trim and some black pantyhose. Speaking of the dress, it was a black sleeveless and backless number that went to his knees and accented his natural curves. She had given him a small a-cup bra to wear under his dress, the bra matching his panties, and making it more convincing he had breasts. Using magic Hope had made his hair grow to his chin, leaving it down all straight and neat with a purple headband keeping his bangs out of his face and keeping it all looking smooth. Finally... Was the make up. Using blush and foundation she had made his skin look two or three shades more tanned, he had fake long eyelashes and she gave him a lot of purple eye-shadow to 'bring out his eyes' and the last piece of her 'masterpiece'? His lips. She used a combination of cherry red lipstick and bubblegum pink lip gloss to paint his lips this slightly weird shade of pink but it also made his lips look shinier and slightly plumper, the type of lips you'd want giving you a big wet and sloppy blowjob.

"Perfect!" Hope smiled. "You look beautiful! But... There IS one final touch. Bend your sexy ass over on the bed."

"Hope this isn't the time to cop a feel." Ben frowned.

"Did you forget about the dildo?" She reminded.

"Oh...right." he remarked, silently wishing she had forgotten. He grumbled and bent over the bed, Hope grinning as she knelt behind him. She flipped his skirt up, her hands rubbing his ass through his panties and pantyhose .

"Oh I fucking love this ass." She purred, giving it a hard spank before she began to pull both of his lower garments to his knees, freeing his semi-hard cock and ass to the purple eyes of the white haired sorceress.

"Just put it in." Ben grumbled with a blush

"Ah ah, that would hurt." Hope smiled, casting a spell to make sure his ass was clean and cleaning it if it wasn't. "I need to prep you." She said, spreading his ass and licking his rosebud.

Ben groaned while hanging onto the bed feeling her tongue trail all over the hole with his dick slowly getting hard.

Hope grinned at the moan, slapping his ass again as she pushed her tongue into his hole as far as it could.

"AH!" Ben gasped, pushing his hips back to try and get more of her tongue inside him.

Hope began to swirl and flick her tongue around inside Ben, trying to cover every possible inch she could as she tongue fucked his asshole. When she was finished she pulled back, a small strand of saliva connecting her panting mouth to his puckered hole "Done." She nodded, slapping his other asscheek this time as he moaned and panted with his cock throbbing hard. Her hand glowed before a black dildo appeared and began rubbing the tip against the hole. "I think this is a good size." She smiled, pushing the eight inch long and four inch thick dildo into Ben's ass teasingly.

Ben gritted his teeth with wide eyes feeling it push in and had to keep from moaning out loud.

Hope pushed more of the dildo in, before pulling it out just as slowly only to push it in again. She was slowly fucking his ass, pushing more in each time.

"A-are you almost done?" Ben whimpered, his cock throbbing as the dildo rubbed his prostate.

"Nearly." Hope nodded, focusing on that spot. "Don't get too excited now."

Ben whimpered, his hands clenching the bedding as his cock shook before he suddenly came onto the bedding

"What did I just say?" Hope teased, pushing the entire dildo into him and leaving it there. "There, a perfect fit."

Ben nodded weakly, pulling up his panties and the nylon pantyhose back up his legs into place.

"So, ready to get going babe?" Hope smiled, patting Ben's ass as he stood up.

"Yeah." 'As ever.'

"Okay." Hope kissed him gently, teleporting them away. They reappeared outside a medium fancy looking restaurant. "Don't worry honey, I'll pay." She promised while wrapping her arm around 'Jen's' and started walking to the place. "Seat for 2." She said to the matradee.

"And your name miss?"

"Hope." She said, revealing she had been planning this since he left.

'Cheeky witch.' Ben thought playfully.

"Ah yes, right this way." The matradee nodded, leading them away through the restaurant while they idly noticed some of the other customers giving them glances.

"Those look like lesbians, hot ones too." One guy commented to his girlfriend.

"Don't go staring." His girlfriend chastised lightly .

Ben blushed as he sat down, feeling the chair bump the dildo on the edge making it twist inside his ass.

"Your menus ladies." spoke the waiter coming by over.

"Thank you." They both smiled as he walked away and they took a look at some of the specials.

Time passed as the two enjoyed their meal. It was a good date with good food.

Although the dildo in his ass was making it awkward for Ben's the wrong move making him harden a bit.

'Don't focus on it, I just gotta ignore it and I won't get excited.' Ben thought, waiting for their desert.

"I gotta say, this place isn't so bad."

"No it isn't." Ben shook his head with a smile. "But don't you think a lot of people are...staring?"

"Well we ARE two hot 'girls' on a date." Hope smiled. "But I can GIVE them a reason to stare." She said, cupping the back of Ben's face and pulling him into a kiss.

His eyes widened while hearing some of them wolf whistle.

The kiss broke gently, Hope smiling lovingly at him. "How was that?"

"It... You were really into it." Ben blushed.

"Care to try again?"

"... Sure." He replied before pulling her into the kiss this time.

The two kissed gently, cupping each other kisses gently as they kissed happily. This got more of the people to cheer louder and some of them for slapped by their dates.

Soon Hope and Ben broke the kiss, smiling gently.

"Ahem."

The two blinked and turned to the voice to see the waiter holding a tray with their dessert on it and with a blush.

"Oh, hi." Ben laughed lightly.

"Um, your desserts miss."

"Thank you." They nodded, taking their food as he walked away and noticed one boy walking over with a collared shirt and the top part of it opened to show his chest while his hair was gelled.

"Hello?" Ben asked.

"Hey there little ladies. Couldn't help but notice you two and your little show. Gotta say, it's hard to see a pair of hot girls like you around this kinda town. What say you let me cover the bill and the three of us can find a better place with some good wine and have our own fun?"

Hope was silent, glaring at the guy.

"Uh, thanks, but me and my girlfriend are busy." Ben said, reasoning as he laughed nervously.

"That's why I'm offering it to both you lovely ladies." he smirked while draping an arm over both their shoulders.

Hope frowned and punched him in the stomach.

"Gah!" he staggered back and held the spot. "Why you-"

"Look here pal, neither of us are interested, so make like a weasel and scram." Hope glared before she splashed her wine into his face.

"You cow!" The man glared before someone tapped him on the shoulder.

"Huh?" He blinked, turning around to see the waiter who didn't look happy.

"Please leave, sir." The waiter growled. "You're disturbing the customers."

The man growled and stormed off.

"Thanks." smiled Ben before he smiled and held his hand. "When do you get off work so we can help you?"

The waiter and Hope looked at him in surprise.

"What?" Ben asked them. "We should thank him for saving us like that."

"Uh...I get off at five." The waited explained, blinking.

"What time is it?" Ben asked Hope.

"Four forty-five."

"Okay then, see you soon!" Ben smiled.

He nodded and walked off while Hope looked at Ben in surprise.

"What?" He asked with a shrug. "What's wrong?" He asked Hope. "What did I do?"

"No, nothing. Honestly hearing you suggest that was pretty hot, I just didn't expect you to try it on your own." she smirked.. "Wait, is someone feeling a little...antsy?"

"Antsy?" he blinked.

"Horny, duh." she rolled her eyes with a chuckle. "Getting a bit HARD underneath the table with that little present in your butt?"

"N... No!" Ben gasped and looked away, blushing. "It just...came out."

"Well someone's really kinky if they're wanting to jump our waiter. Good thing you included me, or else I might have been jealous."

"Hope!" Ben whined, blushing

"Hey, you said it, not me." she held her hands up with a chuckle. She continued to eat her dessert, smiling.

Ben blushed and looked at his own. 'Why did I say all that!?' He thought. 'I just... Got all warm and needy when he protected us like that.'

Hope smiled, but also was still off guard in her mind. 'Ben seems...off. First he's flirty, now he's back to himself. Is he just being shy or was it just a spur of the moment thing?' She thought. 'Plus he seems... Hungrier or something today.'

After finishing their meal the waiter stopped by and took the dishes to the kitchen while Hope made sure Ben didn't try to hurry out. She was holding Ben carefully, out back where the workers leave

"Hope, can't we just leave? I didn't mean to say all that."

"Now come on Ben, we can't let the poor guy get blue balls after what you said can we?" Hope winked as the door opened and their waiter came out in more casual wear.

"H... Hi." Ben waved shyly.

"Wow, I didn't think you two would really be around. I figured this was some prank." The waited admitted, looking sheepish.

"Oh trust me, my girlfriend here is far from the lying type." spoke Hope while nudging Ben forward. "In fact, she wanted to go first."

"Hope." Ben hissed gently.

"Don't wait on me, go for it." Hope winked. "So come on, let's go to your place." She told the waiter. "Or you want to do it in a public bathroom? Sounds nasty but I hear some people do that so..." She shrugged at the end, she couldn't wait for this.

"Well actually, since no one else is here and we're all alone, what if we did it here?"

"In the restaurant? Sure." Hope smiled, dragging Ben inside gently.

Said male groaned while the waiter lead them near one of the tables.

The Waiter sat down as Hope and Ben knelt in front of him, undoing his pants and revealing his hard dick without any underwear.

"Wow, someone liked going commando." teased Hope sliding one finger up the side of it.

"It's big." Ben whispered, wrapping his fingers around it gently and kissing the head softly.

He let out a groan while Ben found himself kissing the tip and Hope lightly ran her tongue against the balls.

Soon Ben took more of the cock into his mouth, bobbing slightly as he sucked it and used his tongue to hit all the sensitive spots.

"Oh fuck! This is a dream come true!" The waiter moaned. "I'm guessing you girls are bi?"

"Yes we're bi." Hope chuckled, not technically lying as she saw Ben swallowing the cock to the base.

"Holy shit!" he jumped. "N-No girl's ever taken all of that before!"

"Well you could say I helped her practice on how to use her mouth." Hope winked before she knelt near Ben's ear. "You like that cock in your mouth, my slutty sissy girlfriend?" She dirty talked, unable to help herself.

Ben gave a moan while feeling his cock get hard under the panties the more his tongue moved around the sides.

Soon the waiter grunted and came into his mouth.

He relaxed his throat and eagerly swallowed each load with a moan.

Soon he removed his cock from Ben's mouth, the hero panting and swallowing all the cum.

"Looks like someone was thirsty." teased Hope while giving Ben's ass a rub. "Want to fuck her?" Hope asked the waiter.

"Fuck...yeah." he panted with a nod.

Hope smiled, reaching down and pulling Ben's pantyhose and thong down. She grabbed the dildo and began to wiggle it around inside to tease Ben.

"H... Hope!" Ben gasped and whimpered, his lover laughing and removing the toy. "That's not funny."

"Just turn around and get ready for a big meaty ass to pound your needy hole." Hope purred

He blushed and stood up before turning around and bent over to show his ass to the male.

The man didn't even pay attention to the fact Ben had a dick, he grabbed his ass and slammed into the heroes asshole with a lustful moan

"Oh god!" Ben cried in surprise and pleasure.

"So tight!" The waiter moaned. Ben was sitting on his lap, ass to lap, with the man's cock deep inside the brunette's ass

"Hmm... That's hot." Hope moaned, dripping naked and rubbing her pussy to the sight. She spotted Ben's stiff dick and moved over before flicking her tongue against the tip. "Like that baby?" She smiled, lightly licking the tip as she fingered herself. "Go on hot stuff, fuck my slutty girlfriend, don't just sit there."

The waiter groaned and held Ben's hips before slamming up into his tight ass. "You... Your ass feels like heaven!" He praised, thrusting away.

"T...Thank you!" Ben moaned happily, wrapping an arm behind him and around the man's head so he could pull him into a lust filled kiss

The waiter kissed back with their tongues wrestling as Hope started sliding her mouth over Ben's dick.

'My pretty, slutty little girlfriend. I love you.' Hope thought happily as she moaned, fingering herself as she gently sucked off Ben.

"Hope! This feels amazing!" Ben moaned, bouncing himself against the guys cock "He's so deep!"

"Come on, is that all you got? Go nuts and turn her ass inside out." Hope smirked as she pulled away from Ben's dick, rubbing it.

"I'm trying!" The waiter grunted

"M... Maybe if we changed positions?" Ben suggested. "It is tricky to move like this. Maybe Doggy style?"

"Sounds like she's really eager, I'd do it." Hope suggested, her fingers slowing to a light tease over her clit.

"O... Okay." The waiter nodded, letting Ben get off his lap.

Said hero bent over the table while feeling the male's hands on his sides and moaned feeling him bury his dick back in the ass in one thrust. 'I can feel... Everything!' Ben thought as he moaned. 'Every bump... Every vein... It's so good!'

"Fuck! I think you just got even tighter!"

"You wanna cum?" Hope asked Ben with a smile and a small kiss.

"Yes!" Ben moaned and kissed Hope, panting.

"Then cum." she whispered huskily before she rubbed her hands against Ben's cock dribbling precum.

Ben moaned deeply and girly, cumming as his sperm shot onto Hope's face just as his ass tightened around the dick.

The waiter moaned, cumming deep inside Ben's ass.

"Oh god! I can feel it all!" Ben moaned happily as his eyes rolled up in his head.

"Take it all bitch!" The waiter grunted with a smile, falling back happily. He and Ben panted with the former looking close to passing out in a daze.

"So hot!" Hope smiled, moaning as she came with her juices trickling onto the floor and her hand. She smiled and kissed Ben, glad he looks so happy.

"Now...it's your...turn."

"Sure." Hope smiled.

Ben got off the man's dick with a moan while Hope laid on her back while pulling her panties off..

"Come on handsome." She winked. "I'm all nice and moist, so go ahead and jam it in me."

Ben sat next to her, watching as the man pushed into his girlfriend's vagina.

"Oh fuck yeah!" That man moaned. "Man I'm gonna plow you till I fill you to the brim!"

"Do it! I want you to act like a beast!" Hope moaned happily, blushing in pleasure.

He reached down and grabbed her chest as he began moving in and out.

Ben moaned, jerking himself off lightly as he looked at his girlfriend being fucked by another man. 'This is so hot!' Ben thought, kissing Hope lightly.

She was surprised but kissed back while their tongues wrestled. 'Oh fuck, he IS perfect!' Hope thought happily

"More!" Hope moaned happily, wrapping her legs around his waist .

"Make her cum." Ben said, kissing their friend.

He kissed back while the situation made him hornier and slam into Hope harder. 'G... Gonna cum!' he thought while his hips moved faster. He grunted and came deep inside her

"YES!" Hope moaned, enjoying the feeling of a creampie

The waiter panted and fell back with his dick slipping out of her. "That was great." He whispered, lightly falling asleep.

"Mhm, I wouldn't mind getting some of you in here." Hope whispered to Ben seeing his dick.

Ben nodded, walking over as he continued to masturbate.

"Come on, I want you to have some fun with my hole this time." Hope urged, spreading her pussy which also revealed the waiters cum which slowly pooled out of her .

Ben licked his lips, putting her legs on his shoulders and pushing inside her with one thrust.

"Oh fuck yeah Ben!" Hope moaned happily, a goofy grin on her face. "Even with his cum your hole is right!"

The two were thrusting happily, moaning deeply while Ben's dick felt harder and harder inside her. The two kissed, grunting and moaning as they made love with the sound of the table creaking them filling the empty restaurant.

The two soon moaned and came together with Ben's sperm pooling in her and her juices drenching more of the table.

"Amazing." She whispered with a glazed expression as they both panted.

"It was." Ben admittedly. "I didn't think watching someone else fuck you would be so hot."

"Same here, you took his dick like a champ."

Ben blushed at that. It felt so... Right to be dressed like this and getting fucked by another man, seeing his lover moan in pleasure from him and the other man.

'Should... should I accept this?' Ben thought. 'Make this the norm?'

Hope yawned and sat up. "As much as I like this, let's head on home, unless you want people to come in and see us like this."

"Well, you can magic us home." Ben nodded/reminded.

"Aw." she mock pouted before they glowed and vanished. They soon reappeared in Ben's bedroom, the two hugging and getting into bed not caring to get changed As they slept, neither noticed the Omnitrix activated showing the holographic form of a moth like humanoid alien...


	9. Chapter 9

Ben 10: a feminine change

chapter 9

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Hope groaned as she sat down, watching Ben snack away at a jar of pickles.

"I gotta say, these things taste better than usual. I wonder if they're a new brand." Brn said casually as he munched away, sitting next to Hope with a smile.

"No, those are the same." she remarked looking at him confused. "You feeling alright?"

"Yeah, I'm fine." He nodded. "Want one?"

"I'll pass."

He shrugged before digging into them with a hum and finished the jar off before he actually started to drink the juices.

"Ew." Hope flinched

"Ah, that's pretty good. I should head out and get some more and mix it up with hot sauce. Ooh! And maybe toss in mayonnaise." Ben said in slight excitement, getting up and all but skipping out.

Hope tried not to imagine how gross that was and definitely knew something was up. She frowned, pulling out her phone... And calling Gwen.

'Hopefully she doesn't try to brush me off.' She thought as she held the phone to her ear, hearing the ringing.

"Hello?"

"Hi Gwen, it's me Hope-"

Click.

She looked at the phone with a frown and hit redial.

"Hello?"

"It's H-"

Click.

She growled and phoned again

"Hello?"

"SOMETHINGISWRONGWITHBEN!" Hope yelled quickly before Gwen could hang up.

"What? What do you mean?"

"I mean Ms. hang-the-phone, he's acting weird?"

"Like how?"

"He is skipping. He was eating pickles like they where chilli fries, drinking the juice from the container and all, and he has been very moody recently." Hope explained. "Just... Just get over here."

"Alright, I'll be there in a minute." Gwen said, sighing.

"Alright." Hope nodded, ending the call. 'I hope she knows what's going on.'

A few minutes later there was a knock on the door.

Hope walked over, opening the door.

Gwen walked in without speaking as se shut the door. "Alright, where is he?" Gwen frowned.

"He is out shopping for more pickles." Hope flinched a bit.

"How long has he been acting like this?"

"Four just under two weeks." Hope nodded. "But it has been getting worse/weirder."

"Well we can either go out and follow him, or wait till he gets home before I can scan his body." Gwen frowned.

"Well we can't exactly follow him with that big of a head start, so we should just wait." Hope nodded with a worried frown. "You know, some nights I wake up in the middle of the night and Ben is missing."

"Missing?"

"Yeah, like he's gone and it has me worried. I've seen some shows about that-"

"Hang on, are you actually implying Ben might be out with some other girls? Or guys?"

"No!" Hope assured. "Well... At least not without telling me. I'm just worried he... I just don't know."

Gwen saw Hope look down with concern and walk over with a hand on her shoulder. "Look, we'll find out when he gets back, and if need be, I'll look through his memories, even if it's going a little far."

"Thank you." She smiled before pulling Gwen into a hug, surprising her.

"You're... Welcome." Gwen whispered, blinking and hugging her back weakly. 'Wow, she's dead serious on this.' Gwen thought in surprise.

(Later)

Ben was humming happily as he pushed the door open, walking in happily "Hey Hope! I'm back~"

"Hey Ben." Gwen sighed on the couch. "Can you come over and sit down?"

"Huh? Oh, sure." He nodded plopping down next to her with a smile. "What's up?"

"Ben, I brought her here because I'm concerned about you lately." Hope explained.

"Worried for me? What did I do?" Ben asked in shock. "Did I make you mad? Did I forget to pick something up you needed? Oh god I fucked up!" He began to panic, holding himself lightly.

The two girls were surprised at the sudden change in attitude before seeing Ben start to slowly cry.

"Ben, Ben! Calm down!" Hope said quickly in shock, hugging him.

"Oh god, I really am a fuck up." Ben cried.

"Ben. No one hates you." Gwen assured. "We are worried for your health."

"Yeah, I mean, your appetite has been...off, and just now you seem more emotional than normal." Hope nodded in worry, noting him crying right now.

"Emotional? I haven't been emotional!" He snapped standing up in anger. "I feel just fine!"

"Ben, sit down." ordered Gwen.

"Yes Ma'am." He said, sitting down in slight fear.

"Now Ben, try to tell us if you've been feeling off lately. Hope says she noticed you leaving bed a time or too." Gwen said kindly.

"Off?" Ben blinked. "No I haven't. And what are you talking about? I've been sleeping really well all week."

"Ben, you weren't in bed last night." frowned Hope. "I saw it with my own eyes."

"Yes I was!" He huffed. "Are you implying something?"

"No, but we think there is something wrong with you." Hope assured .

"Yeah, your aliens might be affecting you." Gwen nodded.

"I'm fine!" he snapped before walking off and opened the door. 'I'm going out for a walk!"

"Ben wa-"

Slam!

"... Yeah you're right, there is something wrong with him " Gwen frowned.

"But what?"

"Well, he's moody, eating weird, prone to anger, goes out on his own, it sounds like...nah." she shook her head. "Maybe one of his aliens are just going through their time of the month or something." Gwen said with no other ideas that made sense to her. "Maybe we should just watch him tonight as he sleeps, see what happens."

"Sounds good to me, should we get Kevin To help too?"

"Sure." She nodded.

(Later)

Ben and Hope were laying in their bed with Ben snoring lightly. Hope made sure to stay asleep, smiling as she enjoyed being in Ben's arms.

Gwen and Kevin were outside the room, watching through the cracks of the door.

"You sure he's just not sleep walking and getting grumpy with no sleep?" Kevin whispered.

"Kevin. He has been eating random, insane things. Like pickles and peanut butter. And he randomly broke down CRYING, not just being angry." Gwen frowned. "Being grumpy would be putting it mildly."

"Alright, alright, I get it." He grumbled.

They stayed silent a few more minutes before seeing Ben sit up with a vacant expression and got out of bed. He reached down, turning on the Omnitrix and transforming. The two of them covered their eyes before they heard the sound of the door window opening and looked in just in time to see the aliens feet be seen before disappearing.

"Ben's... Been sleep-aliening?" Hope blinked sitting up after hearing the flash as the other two opened the door.

"That explains it." Gwen sighed.

"Let's go." Kevin said, the three running off. They quickly got into Kevin's care and drove off at full speed. They saw the shadow of Ben's alien form in the air and made sure they didn't lose it.

"Which alien is it?" Hope frowned.

"I can't see, it's too dark out and he's moving too fast." Gwen frowned, looking out of the window.

Kevin hit the gas and drove faster as they began leaving town. "Get back here Tennyson!" He snarled... When Ben suddenly stopped. He landed on a large sign, to the three's confusion... And then started EATING it! "What the..."

"Ok, I get the weird cravings, but that's going overboard!" spoke Hope sticking her head out the side window. "Ben! What are you doing!"

Ben didn't answer, eating away hungrily.

Gwen held her hand out before sending a mana wave out towards him.

Ben dodged the blast but the light from the mana illuminated him and revealed his alien form He was a tall blue skinned moth-like alien with four wings, green eyes, with black hands and three toes while having a slim body and a C-size chest.

"Big Chill?" Kevin blinked, the alien making a hissing like noise before it flew off.

"After him!" Hope yelled.

"Not again." Gwen frowned before Kevin hit the gas and followed after her.

"Again?" Hope asked

"This isn't the first time Ben became an alien and went running out of nowhere. When we were younger it happened with an alien called Ghostfreak." Gwen explained with a bitter look.

"Oh no." Hope gasped lightly.

"Meaning if this is like last time we might have to be prepared in case Big Chill is going rouge too." Gwen frowned.

"Great." Kevin grumbled as they headed out to the desert and swa Big Chill fly away from the road with Kevin turning the car to follow.

"Let's use our mana, try and catch him... Her!" Hope suggested.

"We'll try, it looks like she's starting to slow down." "We'll try, it looks like she's starting to slow down." Gwen nodded, readying her magic.

Eventually Big Chill flew down to a crater as Kevin parked the car and they got out.

"Now!" the White and red haired women called, shooting out long ropes of pink mana which quickly entangled Big Chill and caught her. The Moth like alien began to violently thrash, pulling against the bonds as it shook and pulled..

Kevin skidded down the crater and noticed a large metal ball in the center. "Hey, what's that?"

"Huh?" The girls blinked, walking down the crater while keeping a hold on Big Chill who thrashed around harder.

"Is... Is this a nest?" Hope gasped.

"Stay away!" called Big Chill getting agitated.

"Of course..." Gwen whispered, realising what was going on. "The hunger, mood swings, late night visits, Ben was pregnant!"

"... WHAT?!" the other two yelled, Hope and Gwen dropping their hold on Big Chill.

Said alien hissed before sending a cold air at their feet, freezing them in place before kicking Kevin away and flew to the next.

"Ben, you're pregnant?" Hope asked gently, some happiness in her voice.

"We can help Ben." Gwen assured.

"Get back!" she hissed while letting out a warning hiss with Kevin rubbing his stomach.

"She doesn't sound too thrilled."

"Ben Kirby Tennyson, you snap out of this right now and let us help you give birth this instant!" Gwen snapped like an older sister with a glare of authority.

All she got was a hiss in response.

"Ben. Please. Let us help." Hope whispered gently.

Big Chill looked at them and slowly folded her wings around her. She seemed to be thinking over her options.

"I hope she still remembers us." Gwen whispered to Hope.

"Or that 'Ben' wakes up inside her and let's us help." Hope agreed.

Big Chill slowly calmed down before slowly nodding.

Gwen smiled, using her magic to free the three of them from the ice at their feet. "How close are you to giving birth?" She asked.

She let out a groan and held her body. "Two...minutes."

Gwen and Hope gasped, running to her side and supporting her

"Kevin! Go to town as fast as you can and get anything that you think might help! Go!" Hope ordered.

"On it!" he nodded before making his way up to his car as fast as he could.

Hope and Gwen sat either side of Big Chill, holding her soothingly in worry... Before they heard a dripping noise on the metal nest below their feet. Looking down they saw a puddle of juices gathering between Big Chill's feet as it dropped down from between her legs.

"Oh no, her waters breaking!" Gwen gasped.

"No... I am horny." Big Chill said nervously. "The eggs come from my mouth."

"Really?" spoke Hope in surprise.

"Well hormones are increased and all out of whack during pregnancy, pregnant women so tending to be fairly horny at almost random times." Gwen nodded. "Want us to help you with that?"

"You... can?" she blinked, pulling her wings back

"Of course, I think Hope would even get jealou if we didn't." Gwen smiled.

"I would." Hope nodded, stripping.

Gwen started taking her own clothes off while Big Chill watched and started feeling her juices drip out faster.

Hope focused her mana, forming the magic strap-on that she used during her first time with Ben. "Hey Gwen, ever made something like this before?" Hope asked.

"No, but I can try." she smiled while focusing her mana around her groin and tried to get the shape right. She soon gained a mana dildo like Hope only her's was not as smooth, it was all uneasy and bumpy but that somehow made it look more enticing.

"Wow, you need to work on that." chuckled Hope.

"What? You never felt a good ridged dildo inside you? It feels good." Gwen smiled.

"Fair point, now let's stuff her dripping holes." Hope smiled, pulling Big Chill close to the two of them.

"Shouldn't we get her lubed us up first?" Gwen asked.

"You've seen how wet she is down there, I think that should be plenty." Hope shrugged.

"You mean you don't want a blowjob?" Gwen asked.

"...then again it couldn't hurt."

Hope and Gwen smiled, gently urging Big Chill to her knees with the moth like alien doing it without an argument. They moved the fake cocks near her while she let out a low hiss while her pussy felt more wet.

She reached out, wrapping her hands around the fake cocks and rubbed them.

"Mmm, take a nice look at them, cause we're gonna make sure you get stuffed like a turkey." Hope grinned, Big Chill breathing on them with her chilly breath, taking Gwen's into her mouth.

"WOAH!" jumped the girl from the sudden cold feeling and had to keep from pulling out as her body shivered. And yet the feeling of the slightly chilly set suction felt oh so teasingly good!

Hope shivered as Big Chill grabbed hers and began rubbing it. "Woo, never had this feeling before."

"The chill... It feels good." Gwen admitted while slowly adjusting and jumping as Big Chill eagerly began to move her mouth over more of it.

"Tastes good." She mumbled around the mana construct.

"Then take it all in babe." Hope urged as she started to fuck Big Chill's face lightly.

The alien obliged and slid more of the dick in her mouth while rubbing the other. She was feeling so wet and excited, making both wet and shiny

'Oh fuck! This feels better than I thought!' Gwen thought as her eyes rolled back into her head. "I should use this a LOT more often!"

"P... Please. F... Fuck me." Big Chill whispered. "I... I need it! Please!"

"What do you think Gwen? Should we give it to her?" Hope asked with a grin

"I'm taking her pussy." Gwen said confidently, getting on her back.

"Then I get to take her sweet ass. Go on hot stuff, ride your cousin." Hope encouraged, slapping Big Chill's ass making her moan.

The alien crawled over Gwen and rose up before slowly sliding her pussy onto the dick with her and Gwen moaning together. "O... Ohhhh!" Big Chill whimpered happily.

"Great." Hope smiled, rubbing her mana cock and spreading Big Chill's asscheeks. She rubbed the tip against it, but didn't go inside while rubbing it up and down instead. "Beg for it baby." She whispered into Big Chill's... Where her ear SHOULD be. "I love it when you beg for me to fuck you."

"Fuck me! I want both cocks in me!" Big Chill begged as she shook. Just one cock was amazing, but having BOTH? She wanted it SO MUCH!

"Louder, loud enough for anyone nearby to hear." Hope ordered, spanking her lightly

"FUCK ME WITH YOUR COCKS!" Big Chill screamed lustfully.

"Oh I fucking love you." Hope smiled, slamming into her ass.

"AHHH!" she moaned out while Hope didn't wait and began thrusting in and out of her ass while she herself began to bounce up and down Gwen's dick.

"Oh fucking god!" Gwen moaned, going crossed eyed. "So tight!"

"You should feel her ass, she's gripping me all over!" Hope grunted gently. "Hey, baby, how did you get pregnant?"

"My species... Oh yes! Yes more!... Reproduce asexually." Big Chill explained as she moaned happily at the two cocks inside her. "O... Our reproductive cy... fuck me more! ... Cycle starts when we... we... deeper! Faster! ... We first mate."

"When I first fucked Ben's ass." Hope whispered with a happy moan. "Oh fuck yes!"

"Ah! E-Easy!" groaned Gwen from the bouncing. "This thing is more sensitive than I expected!"

Big Chill just moaned happily, her hands resting on Gwen's shoulders as she bounced between the two of them. "My body feels so warm!"

"So good." Gwen moaned, reaching up and grasping Big Chill's chest. "And these still managed to stay the right size."

"They do look nice." Hope nodded, moaning as she pounded Big Chill's backdoor. "But they don't beat her tight ass! Fuck! After this maybe we could try and knock you up together."

Maybe." Gwen admitted while moving her hips up faster and with Big Chill moaning over and over without speaking.

"Cumming." Was all she said, with barely a whisper as she came.

Gwen and Hope felt her tighten up, but that just made them keep going inside her as deep as they could. They both moaned deeply as they came, panting.

"So good." Big Chill whimpered while Hope and Gwen started feeling themselves twitch.

The two moaned and came, holding Big Chill close as their juices shot up into both holes.

"So good." Big Chill whispered gently while dropping down and laying on Gwen.

Gwen smiled and hugged her... Before she kissed Hope.

Said girl's eyes widened in surprise, but kissed back without talking.

"Share him?" Gwen asked as the two broke the kiss, panting lightly.

"Sounds better to me." Hope nodded.

"Oh no." Big Chill whimpered while feeling a gurgling sensation. "I-It's happening!"

The two gasped and backed up, adjusting Big Chill into a sitting position.

She held her chest while coughing and leaned over a small hole in the nest before a green gunk spewed from her mouth.

"Ew." Hope flinched while they saw small blue orbs fall down into it.

"Huh?" Gwen blinked as they looked close.

They saw the orbs floated to the surface and noticed them shake a little.

"They're eggs." Hope whispered.

Slowly the orbs began to float up in front of them and unfold into what looked like miniature Big Chills with more bigger eyes and shorter limbs.

"... So cute!" Gwen and Hope couldn't stop themselves from whispering as they looked at the babies in amazement, the two having made sure their clothes were on properly as they heard Kevin running towards them with towels and other random things.

"Ok! I got the...what the?" he blinked seeing the babies and down at the stuff in his arms. "Am I too late?"

"Yes." The two girls giggled, Hope picking up one in amazement.

It let out a small sound and looked at Hope in confusion while the others flew over next to Big Chill.

Big Chill smiled, extending her hands out and brushing them against the children gently. "Hi there." Big Chill whispered to the children. "Hello my little ones."

They made small sounds while moving closer and nuzzling against her.

"That's... Oddly cute." Kevin blinked. 'Kinda makes me wish I brought a camera.'

Gwen looked around, counting the babies. "Wow, fourteen."

"Congrats Ben, you beat the world record." joked Hope.

Big Chill smiled happily at her children, laughing gently. But that's when they heard it start timing out.

Everyone looked, seeing the Omnitrix flashing red before Ben turned back to normal.

He blinked and shook his head. "Woah, my body feels REALLY sore, and close to passing out." He mumbled, sitting down. "A... What happened?"

"You gave birth to fourteen babies." Gwen explained.

"Congratulations 'mamma'." Kevin joked.

His eyes widened as he looked at the babies, who looked around confused. "O... Oh." He blinked as he looked at them. "Wait, WHAT?!" Ben groaned and fainted, falling to the floor softly.


	10. Chapter 10

Ben 10: a feminine change

chapter 10

xxxxxxxxxxxx

Ben was currently sleeping in his bed with Hope beside him and with numerous blue shapes on them or the bed. However Ben groaned as the small figures began to move, jumping over Ben to wake him up.

"Mmm...five more minutes..." Ben mumbled.

"Wake up mama!" One urged.

"Sun's up!" spoke another.

Ben groaned as his eyes slowly opened and saw his kids all awake. "Alright, I'm up."

Kids... He was still trying to get his head around that.

He woke up nearly an hour after he had fainted with the others explaining what happened... Which lead to him explaining what happened to his PARENTS. They were shocked and happy, a bit upset but not too much. They had helped Ben get his own house, along with Hope using some money she and her uncle had his away years ago after she assured him it was legal... It wasn't but he didn't need to know that.

Ben had given his kids all names and he loved them all deeply, although they had to wear clothing with their names on so he and Hope could tell them apart.

While normally the Necrofriggian children would fly off into space and live off suns, but when they saw Ben faint they wanted to protect their mother. Spending that time near Ben, and feeling his body warmth, they refused to leave his side. They wanted to be by their 'mother's' side and they would not let leave no matter what they did.

Grandpa Max contacted Azmuth, getting the help from the genius to make a mini-sun generator which would produce food for the children.

He sat up and stretched while grabbing his pants nearby to put them on so he didn't scar his kids.

"Can we have some breakfast mama?" One asked.

"Sure thing." His smiled, although he was a bit annoyed they never called him a variant of 'Dad' and instead always used the female pronouns. He walked out with them following as Hope took the chance to try and get her own clothes on.

He smiled and saw his kids running around the small house. He moved over to a small device on the kitchen counter and input some numbers before the top of it started to slowly form a small sun making him look away as the kids flew over eagerly. "Calm down." He chuckled, holding the kids back gently. "There's plenty for everyone, but no pushing."

"Listen to your mother." Hope giggled while Ben sent her a glare and sat at the table. "Like they say, mother knows best."

"Yes Ms Hope." The 'Little Chill's pouted and flouted back to the table.

Ben kept an eye on the sun's size via the screen without looking before hitting a button as it stopped growing. "There we go." He smiled and moved the device onto the table, letting the kids get to the sun.

They jumped up and started munching on it like it was a donut with Hope trying to keep from getting any small pieces hitting her.

Ben and Hope shared a smile, surprised at how natural being a parent felt dispute the hardships and odd annoyances. It wasn't easy, they would never say that, but they didn't feel panicked over every little thing... But then again the 'Little Chill's did not act like newborns and more like 7 or so year olds so they didn't have to deal with all that.

"Here you go." Ben nodded, putting some toast with butter on in front of his white haired girlfriend.

"Thanks." she pecked his cheek before biting into it. "You're a good wife." Hope joked lightly with a smile.

"Oh ha ha." Ben frowned at her, rolling his eyes. "What does that make you, the dad?"

"Nope, two wives." Hope shrugged before she whispered into her ear. "We both know how much you like dressing as a girl."

"No I don't." Ben quickly argued, still a bit confused about that part of his sexuality.

"Really?" she raised an eyebrow. "You're gonna try and pull that card at this point?"

"I... I don't like THAT bit." He blushed. "Just drop it Hope."

"Ok ok, I'll drop it." Hope sighed just as the kids stopped eating while each letting out a burp.

"Manners." Ben frowned, Hope giggling as she imagined Ben wearing a frilly and 'traditional housewife' style apron.

"Sorry, excuse us." The kids all mumbled.

"Good." Ben smiled, enjoying seeing the kids so happy. "Well I should head out, see you later." He said, kissing all the kids and Hope's cheeks.

"Bye mama!" The kids all called as one, smiling.

He blushed while heading out and sighed. "I really should try and get them to call me dad." He double checked he had his keys and his wallet, walking down the street as he checked his phone He saw he had a text from Gwen asking on how the kids were doing. He smiled, calling her quickly as he held the phone against his ear.

"Hey Ben."

"Hey Gwen, the kids are doing great, but it's kinda off when...you know."

"They call you mama?"

"Yeah." Ben groaned "I mean it is technically true but... I'm a guy. It feels weird."

"Are you sure?" She teased. "I mean I did hear from Hope about you two having 'fun' with that waiter."

He blushed crimson. 'Damn it Hope! Why'd you have to tell her that!' "That was the hormones and a dare!" He groaned and tried to explain.

"Suuuure, and I bet you forgot how you had a go at her after he passed out."

"Hormones Gwen." Ben mumbled weakly. "Can we just change the focus on something else?"

"Fine." Gwen rolled her eyes. "Did you know Mr. smoothie has some job openings?"

"Really? Who wouldn't wanna work there?" Ben asked in shock.

"Ben." Gwen groaned and rolled her eyes. "But yeah, they are looking for some workers and you've got a family now so I thought you should check it out. Get a job."

"Huh, well I never really thought about it, what with all the world and universe saving stuff." Ben admitted.

"So go to Mr Smoothie and get that job!" She deadpanned a bit.

"Alright alright, geez you sound like my mom."

"No, I'm your mistress." Gwen joked. "Good luck."

"Thanks." Ben sighed as he ended the call. "Hope it's just some cleaning job." He mumbled. But he loved Mr Smoothie, would something more than a cleaning job really be that bad?

But he didn't want any of his villain's targeting his work. It was bad enough the place was destroyed every other week because he liked their food and smoothies, he didn't want the place to be shut down. Maybe he should apply under a disguise?

'Wait, meaning...oh no, I gotta dress up as a girl!' He thought in annoyance and worry, facepalming. 'It always come down to it nowadays.' He thought, although he wasn't OVERLY upset... He should probably go and buy the cloths he needs.

*Timeskip*

"Thank you." Ben nodded to a cashier, holding his head down as he was passed a bag with cloths.

"No probleme, have a nice day ma'am."

Ben blushed and nodded, walking off slowly. 'Just get changed before anyone sees you and you'll be home free, to a point.' He told himself, sneaking into a public bathroom. He got in a stall and locked it before taking his clothes off.

He sighed, standing there naked as he looked at the clothes he had bought. 'Let's hope this works.' He thought, sighing as he began to get dressed while he blushed at feeling the soft clothes gliding across his body.

After a few minutes he opened the door and looked himself in the mirror. He was wearing a large white loose jumper that showed some of his chest with a black crop top underneath. Over his waist was a red skirt with a pair of panythose and long white socks with flat heeled shoes on his feet.

The cloths were soft and gave him an almost innocently seductive look, the jumper hanging off one shoulder and revealing the strap of the black shirt of the other. He even had a few small hair clips holding the bangs out of his eyes and giving him a stylish look. He did not know why he felt so... Comfortable like this but he DID like it and not sexually.

'Wow, if I wasn't myself I'd probably ask MYSELF out on a date.' He thought as he looked at himself, his normal clothes in a simple backpack. He thought about makeup and extra stuff but he decided on just some lipgloss so he wouldn't look too slutty and a bit more professional. With a nod to calm himself down, slightly concerned about how normal doing this sort of thing feels to him now, before he walked off to Mr Smoothie without noticing the slight sway his hips gave themselves.

*Timeskip*

'Alright Ben, keep your voice fake too and act like a normal girl.' Ben thought as he waited for the manager, prepared to use his fake 'Jen' voice from the Michael Morningstar situation a month ago. He waited in the waiting room before a man in suit and glasses walked in and cleared his throat.

"Hello?" The man asked, holding his hand out to shake his hand.

"Hi, I'm Jen...nifer." spoke Ben shaking his hand. "I saw the add about you guys needing some help and thought I'd come by."

"I see." He nodded, looking 'her' up and down happily. "Well we do need some help with this waitress idea, how good are you with people?"

"I like to think I'm good." 'Jen' shrugged with a nervous smile.

"Well no one else came in, so what say we get you started part time tor a month and see how that goes?"

"Sure." 'She' smiled happily, nodding. 'That was easy.' Ben thought, a bit shocked. But at the same time with how the manager looked at him, he was sure there was more than the obvious going on. "When can I start?"

"Whenever you want." The manager shrugged. "Today or tomorrow."

"I can start tomorrow." Ben said eagerly.

"You can start NOW if you want." The manager grinned.

"Even better." Ben smiled.

"Okay then beautiful." The man grinned, leading 'her' to his office.

"Yup, he's the grabby type.' Ben thought, although he wasn't overly upset about that.

*Later*

Ben was doing as he was told, being trained on waiting the tables.

"Remember, never get annoyed, always be happy." The manager explained.

"Right." Ben nodded, keeping a smile on his face.

"Keep your ears wide open so you don't make them repeat themselves."

"Right sir."

"And if you need any help, either ask me or a senior employee, any questions?"

"Yes sir." Ben nodded, wondering if the boss would make him give him a blowjob... And not minding that thought. 'Wait what?!' His eyes widened a bit at the idea, shaking his head.

"Can you write your measurements here please? So we can order you a uniform." The manager said, holding out a clipboard with some paperwork on it.

"S-Sure." he nodded taking it. He looked at the paper, quickly writing in stuff like his height, how long his legs were, his chest size and his waist size. He handed it to the manager who looked it over.

'Hmm, seems she's a late bloomer.' The manager thought as he looked at the chest measurements, still believing Ben was a girl called Jen. 'But everything else about her has shaped out nicely. Maybe she will get massive melons when she gets a bun in the oven.'

"So where do you need me to start at?"

"Oh, ask the cook."

"Yes sir." Ben nodded, walking off.

*Later*

Ben sighed as he arrived back home, holding his uniform and female disguise cloths in his bag. "Man, I think I'm more tired from this then when I deal with a smuggler." Ben mumbled under his breath, glad it wasn't crazy late.

"Mama!" His kids cheered as they flew over and tackle-hugged him, knocking the surprised Ben over easily.

"Oof!" he groaned landing on the ground while trying to smile. "Relax kids, I'm just a little tired."

They all smiled at him, although also clearly sorry for getting so over excited.

He got up while letting them cling and saw Hope sitting on the couch reading her book.

"Hi dear, how was your day?" She asked casually, not looking up.

"Tiring, now I get what people feel like when they go out on regular jobs. Fighting alien tech smugglers feels easy in comparison."

"Regular job?" Hope blinked, looking up from her book.

"Yeah, I decided to get one and I ended up with one at Mr. Smoothies."

"Wow." Hope blinked. "So...did you wear a uniform?"

"Not yet, didn't get it till after my shift." Ben shrugged.

"Can I see it later?"

"I... Er... Sure." Ben nodded nervously.

*Later*

"You ready yet?" Hope called through with a slight frown, Ben having been in the bathroom for ten minutes now.

"Almost."

"Or are you just stalling because you don't want me to see?" teased Hope.

"Hope." Ben grumbled weakly, opening the door and walking in slowly.

"Wow...hot." Hope smiled.

Ben was wearing a white dress that went halfway down his thighs, the sleeves having some pink and green lining at the end. The dress had a green shirt-like collar with a pink bow around his neck. Atop that he wore a pink apron that had a cut out around his neck line to show the ribbon and to 'tease' his chest, the apron having a green pocket and some green frills. And finally he wore a set of pink and green striped thigh-high socks.

Ben blushed while seeing Hope eye him up more then the manager. "Are you gonna keep staring?"

"That depends, WANT me to?" Hope asked "Or would you rather I do something ELSE?"

Ben gulped while not saying anything, but did feel a shiver of excitement go up his spine at the idea.

"You look like the perfect pretty little waitress." Hope praised gently. "I could just eat you up."

'I can already tell she means literally.' Ben thought nervously, but he wasn't against it.

Hope pulled him over on top of her before slamming her lips against his hungrily.

Ben gasped but returned the kiss, matching her hunger. He rubbed her sides while her hands went straight to his ass and started rubbing it through the skirt. He whimpered, pushing his ass back against her hands.

"Aw, seems 'mama' is getting nice and eager."

"Don't tease me." He whimpered.

Hope grinned before sucking on his neck while sliding her hands under the skirt and started massaging Ben's ass while noting the lack of underwear. "You kinky girl." She winked. "You wanted me to do this, didn't you?"

"... Maybe." He whispered.

"If you ask me the right way while in that dress, I'll do it."

"The right way?"

"Show me how good of a waitress you are." she whispered while lightly nibbling on Ben's ear.

"Hope." Ben moaned. "W-W-What would you like today miss?"

"I want an order of this ass." Hope ordered while smacking said butt making Ben let out a low moan.

"Y... Yes ms. How would you like it?"

"Firm, soft, and tight!" she grinned while sliding a finger between the cheeks.

Ben just whimpered and moaned, enjoying the feeling before the finger rubbed against his ass and prodded against it.

"My my, I should report you for not wearing any underwear."

"P... Please don't." Ben gasped, playing along.

"I might stay quiet, but I'll want something in return. A nice warm 'milkshake'."

"Milkshake?" he spoke before getting the front of his skirt flipped up with his hard dick in front of Hope who slid her mouth over it. "AH!"

Hope moaned, smiling as her tongue played with his cock and pushed him deeper into her mouth

"M-Ma'am! I-If you do that, others will notice!" Ben moaned weakly.

Hope did not respond verbally, she just sucked harder 'I'll make sure I get a nice big load from you.' Hope thought, happily taking him to the base with her tongue teasing his balls.

Ben moaned louder with a feminine tone while trying to keep from falling and held onto the bed rest. He held on tightly, his hips bucking almost cutely with his little whimpers of pleasure. "H-Hope!" Ben whimpered as he came down Hope's throat with said girl humming as she swallowed each load spurted out. "Oh Hope." He mumbled with a smile before falling down and panted while Hope finished swallowing the seed with a sigh of satisfaction.

"Hmmm... Delicious milkshake." She smirked.

"Thank you...for coming." Ben panted.

"I think YOU came." Hope teased, kissing him and sharing some of his leftover cum with him.

He moaned while cuddling against her while their tongues wrestled.

"You taste good." Hope smiled as they broke the kiss "Want to go to sleep?"

"Yeah, I need some rest." Ben nodded. "I need to get up early for work tomorrow."

"Ok, then let's get some rest dear." Hope smiled. "Do you want to get out of your uniform?"

"Sure." he nodded before seeing it glow and literally fell out of it before Hope used her magic and folded it before setting it to the side. "Thanks."

Hope smiled and kissed him gently. "Good night." She whispered.

"Night." He nodded, the two falling asleep.

*Next morning*

Ben got up and made sure to turn the generator on and went ahead to go get dressed for his job. He heard his kids flying downstairs in excitement, smiling as he brushed down his apron lightly. He should do his hair and some makeup.

He blinked hearing that and blushed while glancing over at Hope's make up. He picked the items up slowly, staying calm. 'I'll just add some blush and maybe eyeliner, but nothing too gaudy. Wait, did I just use gaudy?' He blinked, confused why his mind was going to this. He began to apply the make up, looking at himself in the mirror to make sure he wasn't messing up. 'Maybe just some pink lipgloss and lipstick, to being my lips out.' he thought gently

Eventually he stopped and looked at himself before nodding and started grabbing his clothes from before with the uniform. He brushed his hair, using him hair clips to style it lightly before he walked into the kitchen all finished. "Morning kids." He greeted.

"Wow..." The little Necrofriggians all whispered .

"You look pretty." One specific one said.

Aw, thanks." he blushed. He was a bit worried about this. He seemed to be liking more and more girly stuff and didn't remember the last masculine thing he did or thought of. But even then, he didn't see that as a problem.

'Maybe I'm just getting into character easier.' He thought with a casual shrug. He walked over and stopped the sun growing and smiled to the kids. "Dig in, but no pushing."

"Yes Mama." Then nodded and flew off to eat the small sun while Ben double checked his appearance in the mirror.

"I'm going to work in a second kids." Ben told them. "If you need anything you ask Hope, and remember what I told you."

"Be good." They all said.

"And?"

"Don't talk to strangers."

"Good kids." He smiled before hugging them all and headed out. "Be back later!"

"Bye Mama!" They waved.

Ben headed out the door while taking this chance to walk to work. He ran lightly, soon arriving at Mr Smoothie's and headed inside while grabbing the pad and saw the workers arriving and spotted the manager. "I'll be starting my shift boss."

"Good." The manager nodded while walking by and 'accidentally' brushing his hand near Ben's ass.

'Meep.' Ben thought, jumping a bit.

"A hundred and ten percent people." he spoke up to everyone like he didn't do anything while walking away.

Everyone nodded, getting to work while Ben shook off the sudden pat while heading out to where he saw some customers waiting.

He got to work, quickly getting into the swing of things. He walked over to one man and smiled. "Hello sir, what can I get you?"

"A burger with cheese, small chilly fries and a strawberry milkshake." The man ordered.

"Ok, will you be wanting anything else?"

"Your number?" The man joked.

"Sorry, not today." 'Jen' giggled before walking back with the order.

The day continued like that, taking orders with some people flirting. Of course it also had the occasional guy who was more 'touchy feely'. It embarrassed Ben massively, but he never called them out on it Really if anything it flattered him and made him glad no one had managed to see through his disguise yet.

He was walking towards his final table, his eyes widening. 'Cash and JT?!' He thought, freezing as he saw the two bullies, who didn't seem to notice his presence yet. Taking a deep gulp he calmed down, walking towards the table as calmly as he could. "Hello, may I take your order?" 'Jen' asked, catching their attention as they looked over her lustfully.

"Woah, who are you hot stuff?" asked Cash with a grin.

"I... I'm Jen, I'm new." 'She' nodded. "What can I get you two?"

"... You would be good." JT grinned while looking 'Jen' over. "When's your shift end sweet cheeks?"

"In... About twenty minutes." Jen blushed.

"Care to join us for a little fun?"

"Yeah, we can treat you right babe." JT added

"Well...ok." Jen nodded, blushing. "Would you like anything to eat?"

"Two large burgers with fries and root beer."

"Okay." Ben nodded before he walked away shyly 'Did I really just agree to that?! And with CASH and JT?!' He thought in shock and confusion, plus he was amazed that people were so... So NICE to 'Jen' even though he acted the same... Or at least he thinks he does. 'I'm with Hope and have kids! I can't just go and look for fun with random people, especially the ones who use to bully me!' He thought in annoyance. But that didn't stop him from sleeping with Gwen, plus Hope likes him sleeping with others.

He rubbed his face and shook his head. 'Ok think, maybe it won't get that far, you're a dad and even if she's fine with it, I gotta show a nice example for the kids.'

... Even though his kids were aliens.

'Maybe if I just give them a good kiss they won't ask for anything else. But I'll worry about it after work's over.' He told himself, not noticing how... Much his body wanted it. His body seemed to internally get excited while he went back to taking orders.

He was working hard, time ticking away almost agonizingly slowly. Eventually though it ended, much to his relief. He left with his bag... When he noticed JT and Cash waiting for him.

"Sup beautiful, you ready?" Cash grinned with a wink.

"Yeah." 'Jen' nodded, looking down shyly as the guys lead him away. He noted how close they stuck to his sides while trying to keep from looking them in the eye. This... Was he really going to do this? Was he about to cross that line with these two who thought he was a girl?

'I... I think I am.' he blushed while feeling JT's arm move around his waist. The hand squeezed his ass, the teen having a cocky grin. 'Jen' jumped with a blush, but didn't push him away.

"So, where we heading babe?" Cash asked.

"Or do you want to do somewhere close?" JT added. "There are the bushes."

'Jen' blushed bright red while conflicted on running away or picking. "I... We could go into the bushes." he mumbled with both guys grinning and leading her to them.

They made sure that they were covered by the trees and bushes, Cash and JT undoing their pants and dropping them.

'Jen' blushed and gulped while already seeing bulges before the underwear came off and he saw the dicks standing rigid. Both were large, fairly thick and already hard 'Wow, they were packing THOSE?' Ben thought, his eyes widening.

"Impressed?" Cash smirked.

"Yeah..." 'Jen' mumbled, getting in her knees as she licked her lips. 'They look so juicy and tasty.' he thought, grasping both cocks gently while her hands moved on their own due to experience with the two boys relaxing and sighing from the softness.

"Oh fuck... Your hand feels good." Cash moaned.

'I'm finally getting a handjob!' JT thought happily. Despite their bravado, the two were virgins. Sure they tried to act like they were girl's wet dreams, but let's just say their reputation kept the pussy away.

'Jen' was not a pussy, however. She did love cock though. He brushed his thumbs across the tips while hearing both guys groan. "Do you like it?" 'Jen' smiled, kissing the undersides of both hard dicks

"Fuck yeah!" groaned Crash who went wide eyed feeling her lips down there.

'Jen' smiled, taking a deep breath and inhaling both cocks manly scent. He felt his own dick slowly getting hard under the uniform before he slowly slid his tongue across JT's tip. He lapped at the slit, the muscle moving all over the head and making it wet with his saliva

"Fuck yeah! This feels hot!" JT moaned, amazed at the pleasure .

"Don't cum yet." 'Jen' teased while flicking his tongue across Cash's balls.

"Oh fuck!" Cash moaned as his eyes rolled up a bit. "This is the best feeling ever!"

"Good." 'Jen' smiled, licking both of the cocks gently with both boys groaning while his dick got fully hard against his underwear. "Tell me when you're close."

"God! This is awesome! We should have tried this before." groaned JT.

"Yeah dude!" Cash groaned as well. "Sh... shit she's so good! I'm gonna cum!"

"Me too!"

'Jen' pulled back, rubbing both cocks quickly as he pointed them at her face. "Then go right ahead boys." he urged, sticking his tongue out.

They cried out before their sperm went gushing out onto his face and into his mouth.

'Jen' moaned, enjoying the warm facial while catching as much as he could in his waiting and hungry mouth He licked it up while swallowing the seed as it went down his throat. He moaned, swallowing the mixture of seed with a smile. "Whoever gets hard again first can fuck me." He said, wiggling his hips lightly from his position on his knees.

Hearing that made both guys eager and quickly started to imagine the hottest things they could. They both wanted to be the first to fucking this sexy hot brunette and pop their cherries!

'I wonder who gets first dibs.' "Looks like it's you." 'Jen' smiled as JT's cock poked her chin "Can you lay on your back please?"

Said boy did so while Cash groaned and sent his friend a jealous glare.

'Jen' turned around and bend down, sitting on Cash's lap in reverse cowgirl. He felt the dick rub against his ass and reached under to slide his panties down with his anus rubbing against the tip. "No condoms, so we are using the backdoor." 'Jen' informed quickly as an excuse before lowering himself, feeling his anus being filled with cock. "Oh yes!" he moaned, glad with his position and skirt hid his cock.

"Ahhhh! T-Tight!" cried out JT with shock at how snug and tight it held around his cock.

"Oh fuck!" Ben gasped, beginning to bounce on his cock. "OH yeah, your dick is a nice snug fit!"

"This... Is heaven!" JT grunted, thrusting against her. "I'm finally getting laid!"

'Jen's' eyes widened at that fact, her hips moving even faster. 'Holy shit! I'm actually taking his first time!' he thought, his cock throbbing happily while grinding his hips against the other boy's with said male groaning and jumping from surprise.

"F... Fuck! Slow down or I'm gonna... I'm gonna..." JT moaned only to fill Ben's backside with his seed.

"Ahhhh!" Ben moaned, his cock spraying his own cum onto the floor below him. Thankfully the skirt and dark ground kept it hidden. And if they did see it, they would assume that it was some of JT's cum that overflowed from her ass. "Wow, for a virgin you sure gave me a big load." 'Jen' whimpered with a smile while JT panted with a lopsided grin. "Your turn." 'Jen' nodded, kissing Cash lightly.

He blushed while kissing back while 'she' pulled off of JT and he pushed 'her' over against one of the trees.

"Hmm... Being rough?" he purred while feeling his dick rub against his ass while thankful it wasn't brushing against his own. "I like that."

"I... Can't hold back." Cash blushed.

"I don't want you to." He winked while pulling him back into a kiss with their tongues wrestling together with 'Jen' taking the lead. He pushed her hips down, the hard dick easily pushing into his ass.

"FUCK!" groaned Cash gripping his ass while blown away at the tight and hot ass as he felt JT's sperm go over his own. 'I hate sloppy seconds!'

... Not that he ever fucked anyone before, but still. He tried moving his dick back and forth in the ass while trying to keep it in mind to make it last as long as possible.

"Oh... Oh fuck yes! D... Deeper!" Ben gasped and moaned, enjoying the feeling.

Cash moved his hips faster while digging his fingers harder into his ass. The soft flesh melded around Cash's fingers, the black haired teen grunted as he slammed away. "Your ass is amazing! It's ten times better than my hand!"

'Heh, ten.' Ben thought with a mental laugh, moaning deeply from the thrusts. "Come on, you can go faster!" 'Jen' urged, wrapping his arms around his former bullies neck.

He tried to use more force while feeling pressure building up. 'No! Don't blow yet! Show this babe you can show her what you're made of!'

"I can feel you twitching." 'Jen' teased, whispering into his ear. "Hmm... It's like a heartbeat in my ass, ready to spray your hot seed so deep it hits the back of my throat."

He groaned and found himself burying his dick inside before his seed spewed deep into her.

"Oh yes baby, it feels so good!" 'Jen' moaned as he pushed herself against him, shuddering in pleasure. "Flood my asshole!"

"Oh... Fuck." Cash panted, pulling out of the asshole which squeezed tightly to try and keep him inside

When he did 'Jen' moaned while feeling the sperm slowly ooze out of him. "So full." Ben smiled.

Cash panted while falling back and felt his head was all foggy.

"You boys done?" Ben pouted. "I was hoping for more than that."

"M... More?" JT gasped in disbelief.

"Yeah, I've got plenty more energy, and my body wants more."

The two bullies groaned, even as their cocks grew hard once more.

*Timeskip*

JT and Cash groaned, their dicks in pain and their balls drained

while panting as 'Jen' smiled and felt all the warm seed inside his ass.

He was nuzzling against their spent cocks, their last loads having been shot over 'her' face

"No...more..." JT mumbled.

"I think my dicks broken." Cash whimpered in pain.

'Jen' sighed with disappointment hearing that. She sat back, licking her lips lightly. "Maybe we can do this again." Ben said as he stood up. "You want another go then come see me, later." He winked before he walked away.

'She's insatiable.' They two thought, hearts in their eyes.

*Later*

Ben smiled as he arrived home, unlocking the door with a smile. He made sure to be extra quiet before hearing the rushing sound of flapping wings. "... Oh crap." He mumbled before getting tackled again by his kids. "GAAAH!" He yelled, being knocked over and falling to the floor as he was dog-piled once more.

"MAMA!"

"Kids, I love the attention, but isn't it a little late?" Ben asked with a smile.

"But we were worried about you, you didn't come home."

"What happened?" asked another one.

"I had work." He assured them while hugging them. "Just had to run a little extra late for the boss."

The kids expected this and smiled, not knowing about the small amount of cum that was securely inside their fathers asshole.

This was his life, and he actually enjoyed it a lot.


	11. Chapter 11

Ben 10: a feminine change

chapter 11

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"Ahhhh!" cried out Kevin as he went flying through the air and crashed into a rock while the metal on him dispersed. "Ow..."

"Kevin!" called Gwen who had to use her mana to try and hold up her shield. "Are you ok?"

"Never better."

"This is getting ridiculous." Gwen sighed, the group having been fighting the same ones for several weeks.

Which one? Simple, the one kidnapping aliens for some evil plot and who just happened to be the same species as Kevin.

And let me make that clear. SAME SPECIES. Not some moronic experiment, but both having the same powers and genes as their alien race. Because that retcon is stupid and this is our story so back off.

This villain was known as Aggregor. And while he was the SAME SPECIES as Kevin he was older and stronger.

He was smirking while swinging his staff at Ben's head with said mail narrowly dodging before getting kicked away in the ribs, hard.

"Ah!" Ben grunted as he crashed into a wall, the Omnitrix currently being timed out.

"Pathetic, all three of you can't come close to beating me, and I've barely even begun." he taunted while two of his men fired on Gwen's shield.

"We're not gonna let you get away with whatever it is you are planning you horned freak." Ben glared while he fiddled with the watch just as Kevin got up, absorbed some brick, and charged at some of the men before punching them out of his way.

"Such heroic nonsense." Aggregor rolled his eyes before casually walking towards Ben as the faceplate rose up and he slammed it down with a bright green flash covering him.

As the flash died down it revealed an orange dog like creature who was on all fours and had no eyes, but had larger forelegs than the hind legs with black claws, black lips, and sharp teeth with gills on the sides and a curved waistline.

The beast like alien snarled and jumped at Aggregor, sending them both back and down a rocky hill.

He frowned and tried pushing her off with his staff, but she grabbed it with her teeth and tried tugging on it while they rolled down the hill and ignoring any pointy rocks or sticks. "You stupid mutt!" He snarled, kicking her away before she hit him back with one of her claws as they reached the bottom and he started to pry his staff from her mouth.

Aggregor kept his arms extended as far as they could go, his staff holding her jaw open and acting almost like a pseudo-muzzle. "Get off me!" He ordered, using his staff to slam her against a wall.

She growled and snarled while on all fours and slowly circled him while he held his staff at the ready.

"If you think this form will be enough, then you've already lost."

'I just need an opening.' Ben thought inside the form known as Wildmutt while keeping calm, although she was starting to feel somewhat excited. She didn't know why being controlled like this was exciting her, but her nipples were already erect. God, today had not been good.

Aggregor spun his spear around which she took as the chance to charge with a growl.

She leapt at him, aiming to immobilise him from damage his shoulders.

He narrowed his eyes and quickly used the blunt end to knock her back onto the ground.

Wildmutt whimpered as she fell to the floor, bouncing lightly before feeling a foot on her stomach.

"Pathetic, completely pathetic." He frowned before he noticed the hard nipples poking through her chest fur. He raised an eyebrow and moved a hand down near them before flicking one of them.

Wildmutt 'gasped' and wiggled in surprise pleasure while letting out a low growl.

"What is this?" Aggregor grinned flicking it again making her growl again. "It would seem the mighty Ben Ten is sensitive and quick to feel pleasure from just a simple touch even if it's by your own enemy." He mocked as he used his staff to rub between her hind legs.

She let out a whimper and whine while flinching while feeling her body getting warmer. 'No! No! Damn it Ben, not now!' he thought.

Aggregor saw Wildmutt squirm more and grinned before putting his hand down against her belly before he started absorbing some of her DNA.

The alien girl/dog groaned in pain and slight pleasure.

Aggregor pulled his hand back since he just needed a minor bit for a sick idea in mind.

'What is he doing?' Wildmutt thought before seeing his groin seen to grow! 'What?!'

"Since you're so easy and eager, I'll show you who is superior and make you a real bitch." Aggregor grinned as he pulled off his pants and revealed a large red swollen dick which was like a dog's, but far bigger with a knot at the base.

'Holy...' Ben thought, Wildmutt's instincts taking full control. 'I WANT that!'

"Ah, this is new to me, but it seems like you like it." he remarked seeing Wildmutt's head looking directly at it while seeing more fluids dripping out.

Wildmutt panted, getting on all fours and raising her ass into the air.

He gave a sadistic smirk at how quick she was to lay down and moved his hand down to give a rub across her folds. "Already soaking wet? Why am I not surprised, you seem like a real slut." He mocked.

Wildmutt shuddered and panted from the fingers while gripping the ground and let out a yip when she felt a finger teasingly rub against them harder than the rest. She began to push her waist back against his fingers, panting.

Aggregor however gave her ass a slap. "Do not get ahead of your new master bitch."

Wildmutt whimpered and obeyed, she just... She was so wet! She needed this!

He pushed his finger in making her jump and began to slide it in and out.

'Yes! Yes! Come in, stick them in! Stick IT in!' Wildmutt thought as she panted in lust and pleasure 'I NEED it!'

"Here we go." Aggregor smirked as he pulled his finger out and started to push inside her waiting vagina.

She let out a loud growl/moan while squirming as he groaned.

"So this is what a Vulpimancer's phallus feels like inside another's vagina, just as snug and warm as I imagined."

'So good! Being spread so wide!' Wildmutt thought as she panted. 'I need the knot! The cum! Fuck me!'

Aggregor kept pushing in with a grunt at how tight she was gripping onto him. "Fuck! It is so wet and snug!" He grunted. "It feels so tight, I can't wait to fill you up!"

'Oh god yes! I wanna get flooded!' Wildmutt thought in excitement, pushing back against him while he gave her ass a slap at the same time again.

"You sit still, your purpose is to be fuckmeat for your master." The energy absorber snarled before he pulled back and slammed back inside. "Understood?" He snarled.

Wildmutt let out a growl while nodding. She stood as perfectly still as she could, her nipples hard and her pussy gushing

Aggregor grunted with each movement while finding this a little demeaning, but at the same time it meant putting this bitch in her place which made his new cock feel even harder. He felt his climax nearing, but he didn't want to cum inside her yet! So he pulled out, WildMutt whimpering as he walked around her and came on her face.

She gave a small disappointed whimper while Aggregor gave her a harsh glare.

"Quiet." He frowned, smacking her face with his dick .

That was when a familiar beeping was heard as the Ultimatrix tried to time out... Only for WildMutt to growl and the device to seemingly glitch out as the symbol turned pink.

'No! Not yet! I need his dick back in me again!'

Seeing that the beeping at stopped and Ben had not become human again, Aggregor smiled as he ran his fingers over her breasts "I see. Until your instincts have been fulfilled, until you are satisfied, you are locked in this form." He theorised.

She gave a huff and nodded while shivering when he squeezed one of her breasts hard.

Aggregor laughed and summoned his ship to pick him up, he had a prize.

(Later)

Gwen and Kevin were exhausted as their robotic enemies finally left, leaving the two alone.

"That...took...a lot...out of me." Gwen said as she fell to her knees. Her stockings were torn in several places, her sweater was torn and her shirt was half pulled off.

"Same." Kevin panted with no shirt and his pants having holes in them.

"We should find Ben." Gwen noted, staring at her boyfriends chest 'Wow, not as slim as Ben's, but damn.'

She knew what Ben was from their first time in that party. Ben was a sissy, she was helping to bring it out. She wanted to share him with Kevin. Licking her lips she saw her boyfriends hardness in his pants as he looked at her shirt which was showing her nipples from a few rips.

Kevin gulped seeing Gwen's barely contained nipples before coughing and looked away to not be a pervert. "We better get going."

"Yes we do." Gwen nodded, a hand running over her thigh "... But you know... I'm sure Ben can look after himself."

Kevin felt Gwen teasing him and tried to keep from staring, but damn were her legs looking better than ever.

"It's been a while since you fucked me senseless." She added casually, spreading her legs silently. "What say we take this time for a little...catching up?" She opened her mouth wide that that, staring into his eyes with lust.

He grinned while walking over and put his hands on her waist. "Yeah, Ben's probably kicking butt, he'll be fine."

Gwen's on her knees so she is waist height with Kevin. With her mouth open, that would be offering a blowjob.

He unzipped his pants and let his dick pop free before aiming the tip and pushed in with a grunt.

"Oh yes." Gwen shuddered in lust, smelling his musky sent as she held her mouth as wide as possible. "Go wild baby."

"Oh trust me, I'm not gonna hold anything back." Kevin smiled, rubbing his dick over her face before pushing it inside her mouth where he moaned at the wet warmth that surrounded his tool. "Fuck Gwen, who knew getting our butts whooped put you in the mood."

"Ish woh kwok." Gwen moaned around his cock, as she imagined how Ben would look with this cock down her throat as she got wetter and wetter. She slowly started to bob her head as Kevin groaned and held her head while moving his hips with her.

"Oh yeah Gwen, you give the best blowjobs! I love this!" Kevin moaned as held her head.

'I wonder if he'd say the same to Ben if he was choking on this rod.' Gwen thought, knowing Ben was even better than her at this and feeling a bit jealous of that fact. 'Oh I can't wait to pull Ben into this and see him moan like a slut as Kevin plows his ass! Maybe I'll let that skank Charmcaster join in to, I am sharing Ben with her already so I might as well.'

Kevin grunted while feeling Gwen's tongue start to trail around the tip and give his balls a squeeze at the same time. "On fuck, you're hungry!" He moaned.

'Damn straight I am.' she thought while feeling her panties slowly getting wet. She made sloppy gagging noises as his cock entered her throat, her lips kissing his crotch as she looked him dead in the eyes. For a second Kevin did not see Gwen there but a near identical brunette, and that pushed him over the edge as he came in his girlfriend's throat.

"FUCK! HERE IT COMES!"

Gwen moaned, swallowing all the cum eagerly before pulling off and closed her eyes when some of it spurted on her face. She moaned at the feeling, holding her mouth wide showing the cum that had filled up in it which she was moving around with her tongue.

Kevin panted seeing that before Gwen tilted her head back and swallow it all before opening her mouth to show it was all gone. "Damn is that hot."

"Thank you." Gwen smiled, wiping the cum from her eyes and licking it up before she laid down on her back and spread her legs. She reached between her legs, pulling her skirt up and ripping her leggings to give free access to her pantyless pussy. "Now... Onto the main course?" She smiled.

"Oh you know I will." he moved down and held his dick steady and started to rub the tip across her folds, but didn't go in just yet.

"Hmmm... Come on, no teasing." She moaned softly.

"Why not? We're in no rush." he whispered before reaching up and started giving her chest a squeeze.

"Because I want it!" She moaned deeply before crying out when she felt him push into her suddenly with a grunt. "Kevin!" She moaned, wrapping her legs around his waist. "Fuck me senseless!"

"Hell yeah I will!" He nodded in lust, thrusting hard and grunting since her insides were more snug then usually and Gwen moaned with each movement.

"Yes! Yes! Fuck my pussy!" She moaned deeply. "H... Hey, ever thought of...! Right there! That's it!... Fucking another girl?"

"What?" he groaned while squeezing her chest. "You mean, ah! Like a threesome?"

"Yes!" She moaned deeply. "But maybe... the ass of a certain brunette?" She teased.

"What?" he looked at her before an image of Ben went through his head and made him go wide eyed. "No way."

"Don't... Deny...! Oh god yes!... That Ben makes a...! Like that! Like that! So close!... A sexy... girl." Gwen said between moans. "And I'm...! Fucking shit!... Your cock could make... Him... A... Slut... CUMMING!" she cried out before feeling her juices gush all over his groin.

"Oh fuck!" Kevin moaned into her neck, cumming inside her from her tightness and the mental images she was putting into his head.

"AHHHHHH!"

The two held each other, to enjoy the afterglow.

"Holy...fuck...that sounds...hot..."

"Does it?" Gwen smiled, licking his ear. "Hmm... You're hard again."

"Wait...how are you gonna make that happen?"

"Leave it to me." Gwen promised, kissing him. "Now... Round 2?"

Meanwhile up in space, Wildmutt was begging as she had a ball gag and was shaking her rear as Aggregor kept teasing her slit with his spear.

He had been doing this for a while, teasing and tormenting his bitch. Teaching her to be a good girl for him.

"I could do this for days on end." The tyrant smirked before he held the flat point of the staff and started pushing it into the wet vag.

Wildmutt could only moan and claw at the floor, her needs not being met. 'No more teasing! I'm losing it!' Ben thought, his mind swimming in nothing but Wildmutt's lustful instincts.

"I think you are ready." Aggregor smirked as he removed his staff, his cock hard once again.

'Oh thank god! Put it in me!' Ben thought, WildMutt wet and ready.

Aggregor moved over and rubbed the tip up and down the opening before slowly pushing in. He groaned, feeling the wet walls squeezing him. "You're such a bitch you can't stop leaking all over the floor." He mocked. "When this is done, you are cleaning it up!"

'Yes! I'll lick this whole floor up! Just fuck me already!'

Aggregor held her ass, slamming in hard without hesitating and began to move in and out making her let out a loud lustful roar.

The ballgag mostly muffled her noises but she was clearly excited and loving it

"It's more moist and snug then before!" Aggregor mocked. "Looks like you are just a all trained up, perfectly!"

Wildmutt groaned each time the dick went in and out of her while the knot kept pressing against when it went near. 'Get! Get it in there! I need it!' Ben thought in lust

"I'll bet you'd bend over backwards just to feel me cum inside, wouldn't you?"

Wildmutt nodded quickly and moaned around her ball gag.

"Then I'll do it and see if you can knocked up too."

'Knocked up?' Ben thought, Wildmutt moaning deeply. 'Oh god! He's gonna cum inside me over and over!' She thought in joy while trying to move her hips against his dick.

"Take it! Take it all you whore!" He grunted, slamming his knot inside her and cumming.

She let out a loud roar through the gag feeling the hot sperm pump into her snatch.

"Hmm... Yes." Aggregor sighed, trying to pull out only for the knot to keep him inside. "Hmm, seems this will help ensure you sire my offspring until I can relax." He sat down, his penis still inside her but slowly shrinking.

Wildmutt panted while shuddering as her pussy was squeezing every drop it could out of him.

The ball gag was finally removed, the alien dog panting and grunting. 'So...warm...' She thought.

Aggregor's cock soon returned to normal, sliding out of Wildmutt's pussy as she glowed and reverted to her human form of Ben.

He panted while his pants were down and his ass twitched while feeling the sperm ooze out slightly.

"That looks well fucked." Aggregor smirked. "Remember, you need to clean up pet."

"Y.. yes." Ben panted and nodded, licking up both Aggregor's leftover cum and his own juices from being Wildmutt from the floor. 'It tastes bitter and salty, my ass feels so good~'

"You'll make a fine slut." Aggregor smirked as one of his robots flew in holding the last of the four aliens he needed.


	12. Chapter 12

Ben 10: a feminine change

chapter 12

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It had been a rather intense and exciting few weeks for Aggregor after taking Ben as his own personal slut. And by that we mean Aggregor had been fucking him almost non-stop.

Ben had been using each alien he had as Aggregor ordered to fuck him in different ways while doing it anywhere, no matter how many of the soldiers watched or walked in on them.

However Aggregor WAS being protective, not allowing any of his soldiers to touch Ben After all, why would he want to deal with his men loosening Ben's anus up and taking away the pleasure he could enjoy whenever he wanted.

Aggregor was currently sitting in his chair, running his fingers through Ben's brown hair as the teen sucked his cock hungrily. He had also gone through quite the change thanks to gathering the aliens needed for his goal. He no longer looked like a human, instead he looked like a strange amalgam creature of the aliens. Which definitely enhanced his cock which Ben was trying to lick all over with his tongue.

"Hmm..." Aggregor hummed as he sat back, his chin resting in his hand. "You're hitting just the right spots slave."

"Thank you." Ben panted with hearts in his eyes, reaching down to suck his balls while his hands rubbed his cock since he was completely naked and dripping precum on the floor. "Your cock is so good." Ben moaned against his balls, feeling like he would cum just from licking this cock. "I can't get enough of it."

"I grow tired of your human form." Aggregor moaned while cumming on Ben's back and face, his cum shooting over Ben's shoulder lightly. "Change form if your Ultimatrix has recharged."

"Yes sir." he smiled moving back while grabbing the dial and began going through. "Do you have any in particular you want?"

"No, I do not care." Aggregor shrugged. "Just choose a sexy one for me."

"Gladly." Ben moaned sexily, pushing the Ultimatrix down. After the flash died down it revealed his slim and sexy, curvy yet not-overly busty, XLR8 form. She climbed onto his lap and rubbed her slit over the large blue dick which had a pink tip that was nearly the size of a clenched fist. "Is this body desirable?" She flirted, eager to be filled again.

"Hmm, perhaps, it DOES let me do this." he grabbed her by the waist and slammed her all the way over his dick, making a bulge form in her and causing her to arch her back and let out a high pitched scream.

'Holy fuck it feels like I am being split in two!' XLR8 thought and not finding that a bad thing. She felt Aggregor slowly move her up before bringing her back down hard making her tail swish and her body to shiver. She held onto his shoulders, bouncing herself against him as best she could. "Oh god yes! Yes! Yes!"

"This form is certainly tight." Aggregor groaned softly, a single hand around her stomach to help move her while the other rested lazily on his throne. "But it'll take more then just being tight to get what you desire, show me how desperate you are for my seed."

XLR8 nodded quickly, using her tail to play with his balls while her legs began to push herself into super speed as she became a near blur on his dick. Each movement stretched her out like before which was making her mind go hazy.

The speed added so much to Aggregor, feeling like three women were fucking him at the same time or something. "Good slut." he grunted reaching up to squeeze her breasts hard making her stick her tongue out while gripping his balls and rubbed them all over.

"Fuck me! Fuck me more! Please!" She moaned in lust, her eyes rolled up as she fucked herself

"I'm going to make sure you end up impregnated you bitch." Aggregor roared, cumming and filling her vagina with his seed... And then overflowing said vagina with said seed because he was cumming so much.

"OH YES!" XLR8 screamed as she came wildly, her body rolling and shaking in ecstasy while feeling some sperm gush into her womb and making her eyes roll into her head. "Master." She moaned deeply .

Meanwhile Kevin and Gwen were in the Rust Bucket 3, a spaceship, chasing after Aggregor.

"Damn it, at this rate he's gonna fuck up the whole universe." frowned Kevin. "Four pieces, and we couldn't even hang on to one."

"And now he's heading to the center of the universe. Who knows what damage he'll do." Gwen added, only wearing her red bra and thong because of the damage her cloths kept taking.

"And who knows what he's doing to Tennyson." muttered Kevin while trying not to stare at Gwen or else they'd get off track on what they needed to accomplish.

"... Yeah." Gwen sighed sadly while looking down. "For all we know he's using Ben as some kind of breeding bitch, or using him for his own lust, or worse, selling him off like a slut to alien crime lords."

Kevin nodded, blushing a bit as he imagined Ben in the positions, from getting gangbanged by the aliens, riding Aggregor's dick, or even seeing a few of Ben's female alien forms pregnant and didn't notice his pants feeling tighter. At least until it became painful.

Gwen however noticed KEvin trying to move his legs and hide it, but she knew it was getting hard since she wanted to see just how quick it would take for him to start getting images in his head from her words. She was about to act on it... When a light filled the room.

"Woah, what's going on?" Kevin yelled, the light disappearing to reveal a ten year old Ben?! "What the-"

"Woah!" spoke the young Ben looking around in confusion. "What just happened? Where am I? And who are you two?"

"Ben?" Gwen blinked while Kevin's eyes widened. "How did...how did you get so young again?"

"Who the hell are you?" Ten year old Ben blinked in confusion, looking away with a blush "And put some clothes on lady!"

She looked down at herself and chuckled while crossing her arms. "What's wrong doofus? Can't you remember your own cousin?"

"... Dweeb?!" Ben10 yelled "Uh Uh! No way you're Gwen! You're hot!'

"Thanks." she giggled while Kevin raised an eyebrow. "But it's true."

"Oh yeah? Prove it." he challenged with crossed arms.

Gwen smiled and leaned down, whispering a few words that Kevin could not hear. Ben10 has a shocked face when she pulled back. "Believe me now?" She asked.

"... You're Gwen." He nodded while gaping and then looked away with a huge blush. 'I just called my dweeb of a cousin hot! Oh god!'

"Told you." She smiled before frowning. "Meaning you are from the past."

"Wait, but how?"

"Well that all depends on you. Like, what were you doing before you wound up here?" asked Kevin.

"Chasing after Animo." Ben10 explained.

"... Maybe it's got something to do with this place?" Gwen asked as she looked out the window and saw they were in some kind of white and blue nebula. "How did we get here?"

"I helped you." spoke Paradox flashing in making Ben10 jump.

"Woah! Who the heck are you supposed to be?" Ben10 asked kind of rudely.

"Professor Paradox!" Kevin and Gwen gasped.

"Hello Gwen and Kevin, I take it you're rather confused about all this, correct?" he smiled.

"No duh." remarked Kevin bluntly.

"Well with your Ben currently... Indisposed... I grabbed another version from earlier in the timeline to help." Paradox explained. "As for where you are, this is a nebula which I've opened up to help you catch up to Aggregor before he can get to his prize."

"What IS his prize?" Gwen asked.

"He wants to try and absorb the power of a baby CelestialSapien, or as Ben likes to call it, Alien X." Paradox explained.

"Alien X? That sounds awesome!" Ben 10 grinned and then frowned. "Waiiit! Alien X isn't a hot alien woman like the rest of my aliens, is it?"

"It is." Kevin and Gwen nodded.

"Damn it!" Ben huffed with his arms crossed. "Why can't I get a break and actually get a man?"

"Try harder when you get older, it might help." joked Kevin making Ben blush and Gwen nudge him. "What?"

"Ignore him, he's just teasing you." Gwen assured, hugging him against her bra clad chest.

His eyes widened while turning more red than her head while Paradox silently chuckled.

"I should be going." Paradox smiled.

"Wait! I can't stick around here, I'm clueless on what's going on." spoke Ben10.

"They will explain, good luck!" Paradox waved before he disappeared.

Ben10 groaned and turned to the other two. "Just what the heck IS going on?"

"Future you was kidnapped by an alien who absorbs other beings energies, said alien has absorbed five elementally aligned aliens making him very powerful, and he is now going to drain energy from an alien of Alien X's species who has the ability to warp existence to its will."

"Meaning if we don't hurry, we're screwed." remarked Kevin.

'And not the kind Ben's probably getting.' thought Gwen while looking at Ben10. 'Hmm...'

'What's that look in her eyes?' Kevin thought in worry.

"Say Ben? Have you used all your aliens or unlocked any new ones?"

"What do you mean by 'all my aliens'?" Ben10 asked.

"Well your original ten, have you used all of them at least once? Cause after you do, it's only a matter of time before you wound up unlocking new aliens one at a time." 'This'll help me get a clear idea on just how far he is in summer.'

"Oh yeah, I've recently unlocked this cool vine alien! I call him WildVine!" Ben10 grinned.

"So then I take it you wound up a bit 'tied up' after using her?" she smirked since regular Ben let it slip on how he got fucked as Wildvine when fighting against the mycelium who used tentacles on him.

"N... No!" Ben10 blushed, looking away while feeling a bit hard as he remembered that situation.

'Hmm, I haven't had a chance to turn Ben into a sissy when he was just starting out, and if I have a little 'fun', it's not like it'll change who Ben really is anymore then he is now.' Gwen thought as she was smiling cheekily, plotting how to do this.

Ben10 felt a cold chill seeing the smile while Kevin had a sneaky feeling in his head.

Meanwhile back in Aggregor's ship Ben was in his Humungousaur form, dressed up in a few strips of fabric, and dancing erotically for the man who watched it with delight and not covering his dick as he stared at her large chest.

He saw her large breasts bounce and away, off in front of his face with her large plump ass waving teasingly close to his dick. 'Perhaps I should consider having her stay in this form and see if I can make her sire a child or two for my own use.' He thought, massaging his own large cock at the sight.

"How is this master?" Humungousaur purred, her tail rubbing his balls gently.

"Excellent, very VERY excellent my little slave."

"Can you fuck me now Master?" She begged, making her ass shake more.

"Perhaps, but you'll have to try harder to convince me." He grinned, wanting to see what she'd do.

"Please master, fuck my slutty holes, they're desperate for your amazing sperm!" She begged, spreading her pussy wide with her hands while raising her tail up and making sure to spread her ass at the same time.

"That is suitable for now." He commented, grasping her hips and slamming inside her pussy making her open her mouth in a silent scream before gasping.

"Master! Fuck me!" She moaned as she began to move her hips up and down the huge cock. "So good!" She moaned in ecstasy.

"I'll ensure each and every one of your holes are the exact shape of my dick."

Aggregor mocked while slapping her ass.

"Yes! Yes do it!" She moaned when the Ultimatrix began to beep. 'No! Not yet damn it!' She thought, hitting the Ultimatrix to go Ultimate before her body started to turn green along with getting bigger while she kept moving her hips. Her breasts grew a few cups, her ass became plumper and her body grew tighter. She also gained a blue ankylosaurus-like helmet along with a blue turtle-like shell on her back with her tail becoming a mace with spikes.

"Oh fuck!" Aggregor moaned, feeling the change happen around his penis. "You've got some nerve to do something sudden without my permission, I'll have to punish you for that!"

"If... If I didn't I would have reverted to human!" Ultimate Humungousaur moaned. "Please Master forgive me! I wanted you to keep fucking me!"

"Even still, you should have been quick enough to ask me." Aggregor growled. "And you are a slut, alien or human. You are a sissy boi who loves being fucked, in a human body or alien. And once you turn back I am fucking your tight ass, making it fit my perfectly."

"Oh god! Yes master! Whatever you say!" Humungousaur moaned deeply, cumming at the idea.

Back with Gwen, she was giving Ben10 some new clothes much to his confusion.

"What's so wrong with my clothes?" Ben10 asked.

"Simple. That's your lucky shirt, which you kept to this day as a momento. If that gets ruined, ripped and such, time paradox." Gwen smiled innocently. "I'm just being a loving cousin and help you with some clean clothes since we have some time."

"Fine." Ben10 frowned. "But...these seem kinda, off."

"It's all we've got, go get changed." She urged while feeling excited inside as she directed him to the bathroom on board with Kevin still not losing the bad feeling he had.

"Fine." Ben10 rolled his eyes and closed the door behind him while Kevin cleared his throat.

"What are you up to Gwen?" He asked.

"Oh, just having some fun for us darling." She purred, trying to catch him off guard.

'Darling?' He thought, now REALLY suspicious.

Ben10 soon emerged from the bathroom wearing some tight black lycra shorts, a white shirt, a pink jacket and some white knee high socks. He was blushing and looking away while Gwen smiled and Kevin's eyes widened. "I feel stupid." He mumbled.

"You look great!" Gwen smiled, hugging him while making sure his face got right in between her breasts.

He blushed brighter feeling the breasts while trying to keep in mind this was his cousin.

Kevin, meanwhile, was looking right at Ben10's ass in those super tight shorts. It looked small, but at the same time the shorts clung to it and helped emphasize it to show it looked cute and would look drop dead sexy in the future. He could not help it, he was getting hard. 'Damn it, did Gwen want me to gawk at him like this?'

Gwen smiled at him, reaching down and grasping both of Ben10's ass cheeks before she started playing with them.

He jumped with a gasp while Kevin definitely felt his pants get tighter. "H-Hey!"

"Such a nice ass. And it grows so much nicer." Gwen flattered, spanking her cousin's ass.

"What are you doing?!"

"Please, me and future you do this and more all the time." She smiled, kissing him.

Ben10's eyes widened while feeling his body tingle from the rubbing.

Gwen slipped her fingers under the shorts, playing with his asshole as she kissed him and gave Kevin 'come hither' eyes.

'Holy shit, this is really happening.' thought Kevin before standing up and walked over while Ben10 was blown away.

"I know you want to try what happens to your aliens... Out of alien." Gwen whispered into Ben10's ear. "Now be a good girl and let my boyfriend fuck you, you know you want it. What will it hurt to try?"

"I... I guess..." Ben10 nodded, feeling nervous but also very aroused.

"Good." Gwen smiled. "Now, get on your knees."

Ben10 gulped as Gwen let go of him before he slowly moved on his knees while feeling the shorts get tighter up front.

Gwen knelt behind him, lightly teasing his asshole with a few fingers while her free hand reached into Kevin's pants and pulled out his hard dick. "I'll bet your little boi pussy is aching for something thick, hard, and wide." Gwen whispered into his ear. "But first you need to get Kevin all nice and wet so he'll slid right in, show my boyfriend what your slutty mouth pussy can do." She teased and urged the younger version of her cousin, this entire situation making her soaked.

Ben10's eyes widened since he was used to this situation as a girl, but right now he was completely himself. He found his mouth watering as Kevin's manhood hung near his face, hard for him. He gulped, nervously wrapping his hands around it and kissing the head gently.

Kevin was surprised the young Ben actually did and saw the Ben kiss around the sides while Gwen pulled her cousin's shorts down to rub the boy's ass directly making him groan.

"That's it, good girl, tastes good doesn't it?" Gwen encouraged as she slid a finger inside her cousin. "Now lick it, really taste it. Soak in its smell."

Ben10 blushed hearing that and jumped feeling the finger while he inhaled some of the cock's musky scent. 'So.. string and manly.' Ben10 thought as his eyes turned into hearts, taking the head into his mouth and sucking gently.

"Shoulda known you were setting this up." groaned Kevin to Gwen who kept moving her finger in and out.

"Trust me, when we get our Ben back you'll be thanking me." Gwen grinned at him. "Heck, I might be worried he'd try and take you from me."

"Aw, someone's jealous." he teased before groaning more as he felt Ben10's tongue lick at the tip. He shuddered and put a hand on Ben10's head, trying to urge him to take more of his cock into that wet tight mouth

'It's salty...it's different than when I was Four Arms.' Ben10 thought as he sucked, bobbing his head on the three inches he was sucking on and he wanted more. He started to move his mouth over more making Kevin grunt while he himself groaned feeling Gwen's finger wiggling around in his anus.

She had three fingers inside him right now, spreading them slowly and gently to help loosen him up. She used her other hand to rub across her soaked panties while trying not to get TOO excited, at least not yet. "Come on, choke on it." She urged. "Really stuff your throat with that big meaty cock."

Ben10 did as he was told, trying to take the entire length down his throat as he moaned and gagged. 'It feels so good.' he thought when Kevin pulled back.

"Open wide." Kevin panted, jacking himself off and pointing at Ben10's face.

Ben10 did so while Gwen made sure he was positioned right while Kevin grunted.

Kevin moaned and came. His cum splattered over Ben10's face, some landing in his mouth but most of it went to making his face look like a slutty mess. "Now that's what I call right in between the eyes."

Ben10 was moaning, swallowing the cum in his mouth while licking and scooping the cum off his face. He felt his shorts get so tight it was painful and didn't even realize precum was leaking out onto the floor.

"Now Ben, turn around." Gwen giggled before sliding her fingers out with his asshole loosened up.

"O.. okay." He nodded and did as he was told, reaching for his shorts but Gwen pinned them there. She made sure his ass was uncovered but they were scrunched up around his thighs, hiding his cock and balls lightly and stopping his legs from moving too much.

Kevin stared at the ass before getting on his knees and reached down before giving it a direct rub. "Here we go." He smiled, he felt anticipation filling him like magma and like a volcano he was ready to blow. 'This is so wrong, but at the same time, so hot.' He held onto Ben10's ass and slid inside surprisingly easily, the hole tight and squeezing him like a vice.

"A-AHH!" Ben10 let out with wide eyes while gripping the floor.

"If feels so good, right? So big and hard?" Gwen purred. "You want to cum already, don't you?"

The boy blushed and looked down without saying.

"Come on, Kevin can't know if he's doing a good job if you don't moan and tell him." Gwen teased.

"I...guess not." Ben10 whispered, taking a breath only to lose it as Kevin began to thrust in and out. "AHHH!"

Gwen slid a finger inside herself and moaned, watching the sight. "How's it feel to be inside my younger cousin Kevin?"

"He's so tight... It feels like he's trying to pull me into his throat from behind!" Kevin moaned as he pulled back and slammed back in making Ben10 cry out.

"So... So fucking good!" He moaned.

"Damn straight it is!" Gwen grinned, fingering herself faster. "And just think... One day you can have this ALL the time! Isn't being a girl so nice?"

Ben10 moaned as a response while feeling his dick flop around with each thrust which felt like it was gonna split him in half. He tried to reach down to rub himself but Gwen pulled his hand away .

"No, Jen." Gwen whispered into his ear. "You don't need that. Yes you feel happy when a girl lets you fuck them, but you don't need your clit. Being fucked is more than enough. Come on, tell me you love being a girl. Tell me how you really feel. Or I will make Kevin stop."

Ben10 moaned and groaned. "I...I feel like my butt is on fire!"

"You can do better than that!" Gwen encouraged. "You need to be loud, honest, and really let your slutty side out. Embrace it Jen."

"I... I LOVE IT! I LOVE HIS BIG HARD COCK DEEP IN MY ASS!" Ben screamed as he went cross eyed. "I WANT HIM TO KEEP FUCKING ME! PLEASE, PLEASE, FUCK ME HARD! CUM SO HARD I CAN TASTE IT! I NEED IT! I'M A SLUTTY SISSY WHORE!"

Hearing that made Kevin grit his teeth before he started hammering into the snug ass with all he had with the tip pressing against the kid's prostate making him scream out.

Ben10 could only scream in ecstasy as his eyes rolling up in his head, his tongue was hanging from his mouth and he came hard all over the floor without his dick ever being touched, the creamy liquid forming a small puddle under him.

"Oh I love you Jenny." Gwen moaned and teased, kissing Ben10 sloppily. She kissed his lips hard, sucking his limp tongue and playfully swirling her tongue around his. 'This is DEFINITELY gonna turn Ben into the best sissy in the universe.'

Kevin moaned as he came inside Ben10, amazed by the feeling.

We return to Ben, the modern day Ben who was transformed as Four Arms and currently rubbing Aggregor's dick with her breasts and licked the tip at the same time.

"Tastes so good." She moaned against his dick before her eyes widened and a shiver went up her spine, the change in time hitting her. She suddenly felt more juices drip down while she began to engulf the tip and rub it harder before she began to bob her head. Her eyes turned into hearts, moaning

"Oh? Seems someone just got more eager." Aggregor smiled.

'Cock! Cock! Tasty juicy cock! I love it!' Ben thought as he sucked the cock with his female body. 'It tastes even better than I remember!'

Aggregor gasped and groaned, feeling like Ben had somehow gotten almost twice as good as before. Heck, she was almost overwhelming him right now. "I-I'm about to explode!" He roared and came, like a rocket while holding her head down over it before the sperm started gushing down her throat as she eagerly swallowed it all.

'Tasty... So tastey...' she thought as she could feel it pool directly into her stomach.

Aggregor's penis finally sent soft, unable to harden. He panted while surprised and caught off guard. 'What happened?' he thought, although his curiosity was ended as he noticed they were nearing his target. A giant female Celestialsapien. He grinned and stood up while Four Arms licked any sperm she left on her breasts or lips. "Ensure all weapons onboard are set and ready, I don't want any interruptions when we reach the area."

Back with the others they were in a soft afterglow, holding each other as their ship needed their destination.

Ben10 groaned while in a daze as Kevin panted with cum seeping out of the young Ben's ass.

"We need to do that again." Kevin smiled while Gwen had a puddle under her legs while laying against the two. "And I mean REAL soon."

"I'm sure our Ben will be unable to live without it." Gwen joked, Ben10 nuzzling Kevin's chest and kissing it. 'I just hope he's doing alright.'

"I can see Aggregor's ship!" Kevin gaspedsitting up with a groan as he looked out the front window.

"Are... We flying towards the thighs of that giant Alien X?" Gwen blinked.

"Huh?" Ben10 let out who was still in a daze. He snapped out of it as he saw the giant naked woman made of space. "Woah!"

"Big boobs." Kevin blinked.

"Are... We going towards her vagina?" Gwen blinked, their ship following Aggregor's. 'What the hell is he thinking?'

"Sir, are you certain we should head...down here?" asked one man.

"Yes." Aggregor ordered.

"But wasn't the original to go to her-"

"GO!" he snapped with a glare making the man rush to obey while turning to the sight with a smirk. 'A Celestialsapien child would grant me all the power I want, but I'm feeling something more...kinky. If I can absorb her power AND fuck her, that'd be killing two birds with one stone.' He thought calmly while Ben was back to his regular form and panting on the floor with a lopsided grin.

Ben was basically domiciled, not wanting to move and just bask in his feeling.

Slowly the ship got closer to the thighs before stopping with Aggregor heading out using the airlock.

He jumped down, landing near the junction between the giant woman's legs. He could see a faint outline of her pussy and felt his dick growing out. "And now, my prize is within my grasp."

That was when the Rustbucket 3 landed on his ship, making it tip and causing him to stumble while Kevin, Gwen, and Ben10 hopped out.

"Huh?" Present Ben blinked from the ship, seeing his younger self and was stunned. "What the...how the..."

"Aggregor!" Kevin yelled absorbing the alloy of the ship. "You got something that belongs to us!"

"Give me back my cousin!" Gwen added as she summoned mana around her hands.

The Osmosian smirked before spotting Ben10 who was blushing and still in the outfit Gwen put him in. "What is this?"

"That's Aggregor? I can't tell if he's uglier than Vilgax." remarked the young Ben trying to not look embarrassed since his ass still tingled.

"You going to go alien?" Kevin deadpanned.

"Oh right!" he spoke before dialing in an alien and slammed down before transforming into Four Arms.

"Oh, such an innocent looking version of my pet." Aggregor laughed, noticing the similarity between Ben10 and Ben.

"Where's Ben?" scowled Gwen.

"In my ship." He shrugged as he stared at Four Arms like a piece of meat. FourArms gulped, taking a nervous step back. "After I crush you two and claim my prize, perhaps I'll claim that one as my new pet." Aggregor laughed. "Having two of that sissy, oh that would be so enjoyable!"

"Over my dead body creep!" blushed Four Arms rushing at the criminal.

"What are you even doing here?" Gwen asked, charging in as well.

"To claim ultimate power of course."

"How?" FourArms asked, throwing a punch which Aggregor dodged and blasted her away with some water while blocking one of Kevin's punches before hurling him back at Gwen who used her mana to catch him.

"Do you not see where we are?" he smirked pointing to the thighs with a thumb.

"Yeah, so what?" asked Kevin looking up at the Celestialsapien before he started to notice the position. "Wait...you don't mean..."

"Yes I will fuck her and drain her power!" Aggregor laughed.

"You sick bastard!" yelled Gwen hurling several mana orbs Aggregor blew away using electricity. "That's like rape!"

"Yeah, I doubt she's gonna be all for it if her voices are busy in there, no better than giving a girl a mickey." spoke Kevin while Four Arms roared and tried hitting Aggregor with all four arms.

"That's where you are wrong!" He grinned, grabbing Four Arms' arms and holding her back. "I am going to use all my power on her clit, the electrokinesis and the radiation and the super strength and the wind power. All of it focused on the most pleasure sensitive part of a female's body. She will cum, giving me the chance to drain the power I need freely! I am slipping a hand under her skirt, if she wanted she could stop me! But she won't! She will cum and with the power of a god I will grow and fuck her before I remake the universe!"

"The hell you will!" yelled Kevin who rushed over before Aggregor fired a radiation beam knocking him back.

Suddenly a white tiger woman broke out from Aggregor's ship and roared before landing on the hull. She had black stripes on her arms and shoulders with pure white fur, a black claw coming from each wrist, green eyes, the Omnitrix symbol in between her medium sized chest and had some shapely legs. She looked slim, shapely and sexy yet still powerful.

She let out a loud roar and glared at Aggregor who was caught off guard. "Let me tell you something Aggregor! You're not touching that clit!"

"... What?" He blinked.

"You might have given Rath one hell of a mind blowing, shattering, and all around amazing fucking, but she'll burn in hell before she lets you take over her universe!" she yelled before charging at him. "And you hurt Rath's family and friends! NO fuck, no matter how amazing, is worth that!"

Aggregor was so surprised he let go of Four Arms who rounded around and swung her arms just as Rath swung her own up, which caused three fists to hit him in the chest and send him flying back near the edge, but he managed to dig his claws into the side to keep from falling.

They all heard a loud female moan, Aggregor holding onto the Celestialsapien's vagina.

"Let me tell you something guys! That one's on Rath!" The tiger girl roared.

"Wow that's a weird alien." Four Arms commented. "Why is it speaking in third person?"

"She does that." Kevin and Gwen said at the same time before they all turned to Aggregor who held on as the large aline let out a low moan.

The man glared at Rath before looking up and started to climb the folds. "I will not be denied my power."

"... this HAS to be someone's fetish." Kevin joked before Gwen nudged him with a frown. "I mean, we gotta stop him."

Aggregor roared as he charged the group, backhanding Gwen away and slamming Kevin hard against the Rustbucket II making it call on top of him

"I will kill you before I make her orgasm." He roared, his attack having knocked Gwen our while Kevin was stuck under the ship leaving just Ben and Ben10 who were in the forms of Rath and Four Arms respectively.

"Let me tell you tiny and younger version of me who probably still has a lot to learn! We're gonna kick Aggregor's ass, even if he did give mine the pounding of a lifetime!" Rath yelled.

"Was it... Really that good?" Four Arms found herself asking as she blushed.

"Damn straight it was! Rath's ass is still tingling from it!" Rath yelled, getting wet at the memory while her nipples became hard and easy to see through her fur.

"That sounds... Really good." Four Arms mumbled, biting her lip as one of her hands grasped one of her breasts while her soaked thighs began to rub together.

"Rath will tell you every detail! AFTER we kick his ass!"

"O... Okay." she nodded before yelling out when she suddenly got shocked from behind.

"Fools." Aggregor laughed while he looked at Rath. "If I knew you had that form I would have tried harder to break you down, seems your spirit is back."

"Let me tell you something, Aggregor with the massive dick, fuck you! And not the way that makes my mind goes to mush!" she growled. "This time, it'll be Rath who tears you apart!"

"Try it." Aggregor smirked.

"You asked for it!" Rath roared as she jumped at him, hitting him in the face twice before she threw him to the ground and kicked his chest. Aggrigor grunted before he grabbed her foot and stood tall, throwing her into the air before he caught her by the neck and slammed her face first against the starry stomach of the Celestialsapien.

Kevin himself groaned as he slowly pushed the ship off his body. "Damn it... I'm stuck." He grumbled, pushing the ship as best he could. He used as much strength as he could while hearing a loud boom and Rath's yell of pain.

Soon Rath and Four Arms where pinned to the floor, Aggregor grinning down at them with his dick hard and throbbing.

"I win." He proclaimed.

"No...way!" spoke Four Arms who gawked at the size. 'Is that an arm?!'

"Now before I claim my prize... It is time to show you both your place." He grinned, pulling both alien girls towards his dick. "Now! Lick and suck!"

Rath growled since her nose was stronger and could smell the musky scent while Four Arms blushed brighter than her skin. The two leaned in close, licking the cock and moaning at the taste while feeling their submissive sides come out as Four Arms could feel her body getting more excited than before, which in turn transferred over to Rath.

Aggregor had beaten them, so Four Arms had to do as he said. It was in a female Tetramand's nature.

'Damn it! I'm already getting turned on again!' thought Rath in aggravation. She could not resist the cock in front of her, hungrily running her tongue up and down its delicious length while Four Arms was now sucking on the head while Aggregor groaned and Kevin managed to get some room and spotted what was going on.

"Oh no... Oh FUCK no!" He snarled angrily before getting up and ran at the Osmosian before slamming down fists against his side where his ribs were.

Aggregor was sent flying, holding his shelled side in pain. "You dare..." he snarled.

Kevin panted, exhausted. 'How tough is this guy?' he thought, seeing only one way to win. He frowned, reaching towards Rath. "Sorry Tennyson." and grabbed hold of the Ultimatrix, screaming in pain seconds later with Rath going wide eyed when she transformed back as Four Arms saw Kevin's body suddenly get covered in a green flash. His body grew, distorting and mutating into a strange amalgamation of several different aliens. Not even the same parts of his body were made from the same alien. He let out a groan before it stopped and he glared at where Aggregor stood who was stunned. "You... Think you're tough?" The now Ultimate Kevin panted as he stood tall. "Well guess what? I'm tougher, and I'm gonna show you what happens when you try to use my pal like a sex toy."

What happened next could be called a massacre as Kevin combined the power of Ben's aliens to beat Aggregor into the ground. He mixed and matched any power while slamming against the man with Gwen, Four Arms, and Ben watching in silence while hearing a few cracks.

And then more. And then more. And then more.

Aggregor's beaten body fell to the floor, reverting to his normal state.

Kevin huffed while feeling satisfied with Gwen and the other two Bens speechless. "And stay down, or else."

"... Kevin?" Ben asked. "Are you feeling alright?"

"Never better... Jen." Kevin grinned, reaching down and picking Ben up before he flew away.

"Hey! Kevin!" called out Gwen while the two could only watch since he was gaining speed in an instant.

"Oh my god, what the hell happened to him?" spoke Ben10. "I mean, I know he absorbed all that sweet power, but...damn."

That was when a familiar time traveling man walked over to Gwen and Ben10, stepping over Aggregor carefully. "Well this looks like a bit of a pickle."

"Professor Paradox?" spoke Gwen while Ben10 jumped in surprise.

"Hello Gwendolyn, hello Benjamin, looking quite fine in that new outfit." Paradox complimented, honestly.

"Gah!" he blushed looking away.

"Professor Paradox why did Kevin take Ben like that? If he's gone mad cause of power, wouldn't he go for what Aggregor tried to get?" Gwen asked.

"There is something he wants more than power." Paradox explained, looking at Ben10.

"Why you looking at me like that?"

"... He wants Ben." Gwen said as her eyes widened slightly. "He's lusting after him."

"Bingo. The power has caused his self restraint to unwind, and now that he's had a taste thanks to young Benjamin here, he'll want much more." Paradox explained. "He wants to taste the 'ripened fruit', as it were."

"Oh my God...then this is all my fault." Gwen cried as she fell to her knees.

"It is not your fault Gwendolyn." Paradox assured. "This will turn out well."

"He's right, we'll go after Kevin and kick his ass for kidnapping older me." Ben10 urged.

"... Thank you." She nodded with a smile.

"I'm sorry to say that won't be possible."

"Why?!" Gwen and Ben10 yelled.

"Because he's needed back in his own time. If he stays here too long it would drastically alter your future." Paradox explained.

"I see." Gwen nodded with a frown, fists clenched in anger. "I don't like that but... You've never proven us wrong before Paradox."

"Aw come on! Can't you just teleport us to Kevin and give us some time? This time I'll make sure gets a fireball where the sun doesn't shine." Ben10 growled, punching his own hand angrily.

"I can't, all you can do is go back and live your life as you were. All of this will seem like a dream, but I can say that you coming here and having some 'fun' will turn out for the better." he smiled. "Your kids will be quite happy I assure you." He then opened a portal, holding a hand out to Ben10. "Now, let's go. Shall we, young Ben?"

"Fine." he sighed before letting the professor lead him in. "Wait, what do you mean by k-" before the portal closed leaving Gwen alone.

"... Don't worry Ben. I'll get you back." Gwen said to herself, dragging Aggregor to his abandoned ship.


	13. Chapter 13

Ben 10: a feminine change

chapter 13

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Ben tried pushing Kevin's arm off him, but the grip was tight, he couldn't see down below the ever going whiteness of the void, and he felt like slapping his friend across the face for kidnapping him. Not exactly manly, but right now he was just thinking of a way to get free. "Kevin, where are you taking me?"

"Away from this place, somewhere a bit more...private."

'Private? Oh god, what is he going to do to me?' Ben thought as he gulped, his naked skin shivering. "H.. hey Kevin! No need to do anything crazy! I'm sorry about the car!"

"You think this is about the car? Oh no Tennyson, this is much MUCH more than that." The mutated Kevin laughed, landing finally after who knows how long on what looked like a small asteroid with several others nearby, but they were still in the void with him letting Ben go on it.

Ben did his best to try and wiggle out of Kevin's grip, an act that was useless and looked rather cute.

"You can try and squirm Tennyson, but that's just gonna get me more excited." Kevin mocked .

"I... What?" Ben blinked, shocked at Kevin's wording before seeing Kevin lick his lips and found himself rolled on his back before the large mutant inhaled and let out a breath, sending a cold air near his feet making him shiver and saw them slowly get frozen to the piece of earth. "W... what?" Ben muttered and shivered, not shocked Kevin COULD do that but he DID.

"I'm gonna do something I did to your younger self that I've had to hold back for far too young you little slut." Kevin smirked at him. "You gave me a fucking amazing blowjob an hour ago, now let's see what years of practise has done for you 'Jen'."

Ben turned red, finally feeling a nostalgia feel hit him while seeing Kevin move over near him while seeing a huge bulge in his torn pants.

The mutant reached down and tore his pants away like they were made from wet toilet paper, his hard cock throbbing making Ben turn red seeing the huge dick which looked like a mismatch of various colors along with a few bumps near the tip, showing just how different they were in size. "Come on you sissy whore, get to work." he ordered moving it right to his face making Ben gulp since it looked way bigger than Aggregor's and like it wouldn't be able to fit.

But at the same time that thrill of such a big man meat made him hard and hungry.

Kevin reached down and yanked Ben to sit up with his legs not moving and moved his girth right in front of his face. "You know what to do, so don't make me wait, or else."

Ben did not even want to resist as he wrapped both perfectly manicured hands around the length, giving him a double hand job, as he peppered the large head with loving licks and kisses. 'This thing looks like it could tear me apart if he went wild, fuck does that sound hot.' Ben thought, cumming as he licked the cock with Kevin laughing seeing the sperm land on the rock.

"You barely even touched it and you're already blowing your load? What a slut." he mocked.

Ben moaned at the insult, closing his eyes as he took the head into his mouth and sucked making Kevin smirk while he could feel his body heating up and his ass twitch with eager. He went deeper and deeper, his tongue swirling tantalising as he hungrily sucked the meat with his own dick rigid hard again and his mind clouding over with lust. He reached his arms out, taking a firm hold of Kevin's thighs, and started to fuck his own face while relaxing his throat as he let the dick stuff his mouth with the tip pushing into his throat making Kevin let out a groan at the sudden move.

"Oh fuck you whore... You're really hungry, aren't you?"

"Mmmm!"

Kevin held Ben's head, helping his friend fuck his own face, before he grunted and came right down the throat making Ben moan at the sudden taste again with enjoyment.

Ben sucked, lower gulping noises filling the air again and again as he drank down the delicious treat with the large mutant chuckling.

"You're guzzling it all down like a straw. Maybe I should save it up for a month, you'd be filled like a balloon." he laughed.

Ben whimpered and shook his head as he continued to swallow, he couldn't wait that long!

"But right now I'm too damn horny to wait!" Kevin growled softly, shooting some Stinkfly goo to melt the ice, reaching down and picking Ben up by his thighs while spreading his legs wide open and rubbed his dick against his to really show the difference in size. "See? You are tiny, little sissy boy." Kevin teased. "That might as well be a clit."

"It's huge, it looks as big as an arm." Ben gulped, drooling a bit as Kevin moved it down with the tip rubbing against his ass making him shudder with eager.

"Come on whore, beg." The mutant ordered hungrily. "You've teased me for years. Now I want you to beg for my dick."

"C-Come on Kevin, stuff my asshole with that big dick." Ben begged with his best seductive look

"Come on, you can do better than that."

Ben frowned, his mind blank as he tried to wiggle his hips so the large member slid inside.

Kevin grinned seeing him wiggle before lining the tip up and started pushing forward making Ben gasp since the tip was stretching his anus open wider than Aggregor. "Hmm... Still so tight... you crossdressing slut." Kevin moaned in pleasure as he kept pushing in, though the size difference made it difficult.

Ben flinched and moaned, wondering if he could fit all that inside him while clawing at the rock under him until Kevin stopped with just a fourth of his cock inside.

"Darn, you're too small." Kevin hissed with annoyance before pulling back with the tip in and pushed it in harder which hit Ben's prostate making him cry out while spurting his seed out into the air and on to his stomach.

"So good~!" Ben screamed, his eyes rolling up before feeling Kevin pull back and start hammering into the ass as fast as possible making the hero spasm and cum right away again. Ben gasped and moaned, his mind blank in less than a second.

All he felt was pleasure, his body shaking as ecstasy shot through every nerve endings and every inch of his body. It was like he was floating in a sea of lust, a never ending orgasm.

"Fuck! You're like one of those sex toys I use to use before I got with Gwen!"

"Y... Use me like one~" Ben mumbled in lust, his tongue hanging out.

"Come on! Tighten your ass up harder!" Kevin ordered and laughed, using Ben like a flashlight as he fucked him.

"I-I'm trying." mumbled Ben, too lost in lust to speak up with each push pushing his mind farther and farther into lust. And he hasn't stopped cumming the entire time

"Well I'm gonna give you something! Here's your first creampie from me!" He came hard, Ben feeling like he was going to burst as he was pumped full of cum

"OH GOD YESSS!"

Kevin groaned, holding him tight with his dick inside as the sperm gushed right into him with Ben's stomach slowly getting filled.

Ben smiled up in bliss, like this was what he always wanted and didn't notice his own cum spurting out and hitting his chin with his ass feeling like it was on fire.

Kevin groaned happily as he slowly removed himself from Ben's now twitching asshole. "Now that's a real ass."

"Best... Dick ever." Ben mumbled happily.

"Well I'm not done yet. Now I'm gonna wreck one of your slutty aliens next."

"Which... One?" Ben asked, biting his lip eagerly.

"Surprise me, something you haven't used before." Kevin ordered, patting Ben's ass before dropping him.

Ben started to dial in an alien while trying to find one that would work. "Used her. And her. And her. And her. She wouldn't work." he muttered before stopping at one. "She'll do." He smiled softly, pressing down on his famous watch and was enveloped by the familiar blazing green light.

Kevin himself grinned while secretly hoping it was an alien with huge knockers.

The light died down revealing a tall alien woman of around 5 foot ten inches, maybe a bit more, with grey skin. She had a pair of big-us D cup breasts and an average ass, a toned stomach with slender sexy legs. She had a long white dress gown that was cut at the bottom that exposed her ass a little, but with an opening at the top showing cleavage. She had several scars around her arms and face to show she looked like she was patched together. Coming from her back were two conductor coils with two grey bolts attached to her neck. The symbol for the watch was right in the middle of her chest and she had black lipstick with a black and white hairdo style that looked like the bride of Frankenstein.

"Vell. How do I look?" she asked with a heavy European accent.

"Damn, now that's someone new." Kevin grinned, licking his lips. "Now bend over."

"Don't mind if I do handsome." Ben smirked through his new form, getting on all fours and shaking her ass softly.

Kevin moved over and got on his own knees before yanking her over against his dick rubbing against her pussy and didn't hesitate before shoving it inside and grabbing at her chest. He moved fast and roughly, his cock spreading her wide as he pawed her breasts roughly

"Ah! Ah! Ah! Ah! AH!"

"What... Do you call this form, slut?" Kevin mocked.

"Ah! Ah! I-I call it Frankenstrike!"

"Frankenstrike?" Kevin sneered, slapping her ass. "Sounds more like Frankenslut with how your cunt feels. Look at you, you look ready to spread your legs at some halloween party to let every guy there go to town on you."

"If... Zats vat you vat me to do!" Frankenstrike moaned, her eyes rolling up in ecstasy as her European accented voice slurred a bit in ecstasy. "Then I'll gladly do it!"

"Oh you are a perfect slut!" Kevin moaned, his eyes rolling up a bit as he ticked her harder making her could seen to spark with each thrust. "You wouldn't even care if I got you knocked up!"

"No! I wouldn't!" she assured with her tongue hanging out and her breasts bouncing. "I wouldn't if you tried vith all your might!"

"FUCK!" Kevin roared as he began to fill her womb with his seed making her scream with wide eyes as the coils gained more energy.

From where?

From Kevin who didn't noticed and pushed his dicknin so deep he was spurting cum right in to her womb. Slowly he was shrinking, turning into a more human form. Although his cock stayed the same size He groaned while panting as the sperm began to slow down.

"Are you done?" she asked before hearing him groan and slump against her, tired. She blinked, looking over her shoulder at him with a frown. "Hey, are you already spent?"

"Yes." he admitted.

"Zen lay down and let me ride you." she ordered.

"Alright, give me a minute."

*time skip*

It was hours later, Ben and Kevin in their human forms hugging each other with Ben glowing and Kevin looking exhausted. But both had clearly greatly enjoyed what they had done

"Man, I'm bushed." Kevin got out with his groin feeling sore.

"You fucked me. So. Good." Ben panted and smiled, hugging him closer while rubbing against his chest like a cat making Kevin smirk.

"Well I do know what I'm doing."

"That you do." Ben purred softly. "You made me your whore... And I loved it. I prefer it like that."

"For real?" he looked at the teen who still looked eager and aroused, even if they weren't hard. "But what about Gwen?"

"She fucks me to." Ben smiled. "But I meant being a bitch. A girl."

"Well you look the part."

"Yes. But I decided I ALWAYS want to be like that." he winked. "That's why I'm a sissy through and through."

"No way." Kevin blinked slightly before they heard something and turned to see it was the ship stopping near them before the hatch opened up to show Gwen coming out in a mana bubble.

"There you are!" she sighed happily before spotting Kevin and smiled. "Thank god you're back to normal, I was worried you would still be out of your mind and be fucking Ben into a coma."

"Please. You sissy cousin is too much for me alone." Kevin praised and teased at the same time.

Ben chuckled before Gwen covered them in mana and carried them back to the ship before the hatch closed.

"So you're not hurt, right? No injuries?" asked Gwen looking Ben over in worry.

"No." Ben shook his head. "But when I get home I'm getting a makeover."

"Well I'm sure Hope would love that. I can only imagine what she'd have you try on first."

"Neither can I." Ben smiled eagerly, smiling out at the stars with his ass still twitching while Kevin stood up with a groan.

"Uh, Gwen? Sorry, about going nuts and stealing your boy toy like that."

"Don't worry, I think it was the final step needed to make him happy." Gwen smiled and kissed him. "Besides, now we can have some real fun."

"Wait...so you're not gonna try and get back? I mean, I fucked your cousin. Who's apparently gotten with you and Charmcaster. Isn't this that big part in sitcoms where everything turns real awkward?" Kevin asked in disbelief.

"But we aren't in a sitcom. This is where it gets hot, Kevin dear." Gwen chuckled while patting his back. "Think of it like a big open relationship. Hope is still technically Ben's real girlfriend, but we all still have fun together if we have the chance. I'm sure she wouldn't mind letting you join if she gets a chance to see you pound Ben's sissy ass."

"Who knows? She might even such your dick first to get it all wet." Ben giggled exactly like a girl with Kevin getting that image in his head and smirked.

"Sounds pretty good to me."

"Good boy." Gwen smirked, patting his cock playfully with Ben pouting.

"What about me?"

"I think you've had enough sex for now, you little whore." Gwen giggled, patting Ben's cheek and putting a hair clip in his hair to make him look slightly girlier before she kissed the sissy hero who kissed back eagerly with Kevin watching.

'Man, I hope I can keep it together when we get home. I might not be able to hold it in if he looks anymore of a slut.'


End file.
